|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
13-2592361
(IRS Employer
Identification Number) |
|
| Large accelerated filer ☒ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| Emerging growth company ☐ | | | | |
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Title of each class of
securities to be registered |
| | |
Amount to be
registered(1)(2) |
| | |
Proposed
maximum offering price per unit(3) |
| | |
Proposed
maximum aggregate offering price(3) |
| | |
Amount of
registration fee(3) |
|
Senior Debt Securities
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| | | | | | | | | | | | | | | | |
Subordinated Debt Securities
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| | | | | | | | | | | | | | | | |
Junior Subordinated Debentures
|
| | | | | | | | | | | | | | | | |
Guarantees
|
| | | | | | | | | | | | | | | | |
Common Stock, par value $2.50 per share, and associated Rights(4)
|
| | | | | | | | | | | | | | | | |
Preferred Stock, par value $5.00 per share
|
| | | | | | | | | | | | | | | | |
Depositary Shares(5)
|
| | | | | | | | | | | | | | | | |
Warrants(6) | | | | | | | | | | | | | | | | | |
Units(7) | | | | | | | | | | | | | | | | | |
Purchase Contracts(8)
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| | | | | | | | | | | | | | | | |
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| | | | | 24 | | | |
| | | | | 26 | | | |
| | | | | 29 | | | |
| | | | | 35 | | | |
| | | | | 52 | | | |
| | | | | 53 | | | |
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| |
BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS, BROKERS OR OTHER FINANCIAL INSTITUTIONS FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS.
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| |
| |
BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS, BROKERS OR OTHER FINANCIAL INSTITUTIONS FOR INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO CHANGE THE INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER.
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| |
| |
BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS, BROKERS OR OTHER FINANCIAL INSTITUTIONS FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE TRUSTEE AND TO MAKE OR CANCEL A DECLARATION OF ACCELERATION.
|
| |
| |
The information set forth in this prospectus is applicable to you only if you are a U.S. resident. We disclaim any responsibility to advise prospective purchasers who are residents of countries other than the United States with respect to any matters that may affect the purchase, holding or receipt of payments on the debt securities. If you are not a U.S. resident, you should consult your own financial and legal advisors with regard to such matters.
|
| |
| | |
Amount to
be paid |
| |||
SEC registration fee
|
| | | $ | * | | |
Legal fees and expenses
|
| | | | ** | | |
Accounting fees and expenses
|
| | | | ** | | |
Printing fees
|
| | | | ** | | |
Miscellaneous
|
| | | | ** | | |
Total
|
| | | $ | ** | | |
Exhibit
Number |
| |
Description
|
| |
Location
|
|
1.1 | | | Form of Underwriting Agreement of American International Group, Inc. for common stock | | | * | |
1.2 | | | Form of Underwriting Agreement of American International Group, Inc. for preferred stock and depositary shares | | | * | |
1.3 | | | Form of Underwriting Agreement of American International Group, Inc. for senior debt securities | | | * | |
1.4 | | | Form of Underwriting Agreement of American International Group, Inc. for subordinated debt securities | | | * | |
1.5 | | | Form of Underwriting Agreement of American International Group, Inc. for junior subordinated debentures | | | * | |
1.6 | | | Form of Distribution Agreement of American International Group, Inc. for medium-term notes | | | * | |
1.7 | | | Form of Underwriting Agreement of American International Group, Inc. for warrants | | | * | |
1.8 | | | Form of Underwriting Agreement of American International Group, Inc. for units | | | * | |
1.9 | | | Form of Underwriting Agreement of American International Group, Inc. for purchase contracts | | | * | |
3(i)(a) | | | | | Incorporated by reference to Exhibit 3.1 to AIG’s Current Report on Form 8-K filed on May 15, 2020 (File No. 001-08787). | | |
3(ii)(a) | | | | | Incorporated by reference to Exhibit 3.1 to AIG’s Current Report on Form 8-K filed on December 9, 2020 (File No. 001-08787). | | |
4.1 | | | | | Incorporated by reference to Exhibit 4.1 to AIG’s Registration Statement on Form S-3 filed on June 29, 2012 (File No. 333-182469). | | |
4.2 | | |
Indenture between AIG and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee, dated as of October 12, 2006, as amended by the Fourth Supplemental Indenture, dated as of April 18, 2007, and the Eighth Supplemental Indenture, dated as of December 3, 2010, including the form of debt security in Article Two thereof.
|
| | Indenture and Fourth Supplemental Indenture incorporated by reference to Exhibit 4.1 to AIG’s Registration Statement on Form S-3, filed on June 22, 2007 (File No. 333-143992) and Eighth Supplemental Indenture, incorporated by reference to Exhibit 4.1 to AIG’s Current Report on Form 8-K, filed on December 6, 2010 (File No. 001-08787). | |
4.3 | | | | | Incorporated by reference to Exhibit 4.1 to AIG’s Current Report on Form 8-K, filed on August 23, 2012 (File No. 001-08787). | |
Exhibit
Number |
| |
Description
|
| |
Location
|
|
| | | security in Article Two thereof. | | | | |
4.4 | | | | | Junior Subordinated Debt Indenture incorporated by reference to Exhibit 4.1 to AIG’s Current Report on Form 8-K, filed on March 13, 2007 (File No. 001-08787). | | |
4.5 | | | | | Incorporated by reference to Exhibit 4.1 to AIG’s Current Report on Form 8-K, filed on March 9, 2011 (File No. 001-08787). | | |
4.6 | | | Amendment No. 1, dated as of January 8, 2014, to Tax Asset Protection Plan, between AIG and Equiniti Trust Company, as successor to Wells Fargo Shareowner Services, a former division of Wells Fargo Bank, N.A., as Rights Agent. | | | Incorporated by reference to Exhibit 4.1 to AIG’s Current Report on Form 8-K, filed on January 8, 2014 (File No. 001-08787). | |
4.7 | | | Amendment No. 2, dated as of December 14, 2016, to Tax Asset Protection Plan, between AIG and Equiniti Trust Company, as successor to Wells Fargo Shareowner Services, a former division of Wells Fargo Bank, N.A., as Rights Agent. | | | Incorporated by reference to Exhibit 4.1 to AIG’s Current Report on Form 8-K, filed on December 14, 2016 (File No. 001-08787). | |
4.8 | | | Amendment No. 3, dated as of December 11, 2019, to Tax Asset Protection Plan, between AIG and Equiniti Trust Company, as successor to Wells Fargo Shareowner Services, a former division of Wells Fargo Bank, N.A., as Rights Agent. | | | Incorporated by reference to Exhibit 4.1 to AIG’s Current Report on Form 8-K, filed on December 11, 2019 (File No. 001-08787). | |
4.9 | | | Form of Warrant Agreement of American International Group, Inc. | | | * | |
4.10 | | | Form of Unit Agreement of American International Group, Inc. | | | * | |
4.11 | | | Form of Purchase Contract Agreement of American International Group, Inc. | | | * | |
4.12 | | | Form of Pledge Agreement of American International Group, Inc. for purchase contracts | | | * | |
4.13 | | | Form of Deposit Agreement of American International Group, Inc. for depositary shares | | | * | |
4.14 | | | Form of Deposit Agreement of American International Group, Inc. for purchase contracts | | | * | |
4.15 | | | Form of Guarantee of American International Group, Inc. | | | * | |
5.1 | | | | | Filed Herewith. | | |
8.1 | | | | | Filed Herewith. | |
Exhibit
Number |
| |
Description
|
| |
Location
|
|
23.1 | | | | | Filed Herewith. | | |
23.2 | | | Consent of Sullivan & Cromwell LLP | | | (Included in Exhibits 5.1 and 8.1). | |
24 | | | | | (Included in the signature pages of this registration statement). | | |
25.1 | | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, Trustee under the Indenture, dated as of October 12, 2006 | | | Filed Herewith. | |
25.2 | | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, Trustee with respect to the Subordinated Indenture, dated as of August 23, 2012 | | | Filed Herewith. | |
25.3 | | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, Trustee under the Junior Subordinated Indenture, dated as of March 13, 2007 | | | Filed Herewith. | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Brian Duperreault
(Brian Duperreault)
|
| |
Chief Executive Officer and Director (Principal Executive Officer)
|
| |
February 19, 2021
|
|
|
/s/ Mark D. Lyons
(Mark D. Lyons)
|
| |
Executive Vice President and
Chief Financial Officer (Principal Financial Officer) |
| |
February 19, 2021
|
|
|
/s/ Elias F. Habayeb
(Elias F. Habayeb)
|
| |
Senior Vice President — Deputy Chief Financial Officer and Chief Accounting Officer
(Principal Accounting Officer) |
| |
February 19, 2021
|
|
|
/s/ W. Don Cornwell
(W. Don Cornwell)
|
| |
Director
|
| |
February 19, 2021
|
|
|
/s/ John H. Fitzpatrick
(John H. Fitzpatrick)
|
| |
Director
|
| |
February 19, 2021
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ William G. Jurgensen
(William G. Jurgensen)
|
| |
Director
|
| |
February 19, 2021
|
|
|
/s/ Christopher S. Lynch
(Christopher S. Lynch)
|
| |
Director
|
| |
February 19, 2021
|
|
|
/s/ Henry S. Miller
(Henry S. Miller)
|
| |
Director
|
| |
February 19, 2021
|
|
|
/s/ Linda A. Mills
(Linda A. Mills)
|
| |
Director
|
| |
February 19, 2021
|
|
|
/s/ Thomas F. Motamed
(Thomas F. Motamed)
|
| |
Director
|
| |
February 19, 2021
|
|
|
/s/ Peter R. Porrino
(Peter R. Porrino)
|
| |
Director
|
| |
February 19, 2021
|
|
|
/s/ Amy L. Schioldager
(Amy L. Schioldager)
|
| |
Director
|
| |
February 19, 2021
|
|
|
/s/ Douglas M. Steenland
(Douglas M. Steenland)
|
| |
Director
|
| |
February 19, 2021
|
|
|
/s/ Therese M. Vaughan
(Therese M. Vaughan)
|
| |
Director
|
| |
February 19, 2021
|
|
|
/s/ Peter S. Zaffino
(Peter S. Zaffino)
|
| |
Director
|
| |
February 19, 2021
|
|
Exhibit 5.1
[Letterhead of Sullivan & Cromwell LLP]
February 19, 2021
American International Group, Inc.,
175 Water Street,
New York, New York 10038.
Ladies and Gentlemen:
We are acting as counsel to American International Group, Inc., a Delaware corporation (the “Company”) in connection with the filing today by the Company of a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”). The Registration Statement registers the following securities:
· | shares of common stock, par value $2.50 per share (the “Common Stock”); |
· | preferred stock, par value $5.00 per share (the “Preferred Stock”), and depositary shares (evidenced by depositary receipts) representing interests in shares of Preferred Stock; |
· | senior debt securities, subordinated debt securities and junior subordinated debentures (collectively, the “Debt Securities”); |
· | warrants, purchase contracts and units; and |
· | guarantees of debt securities, including of debt securities of subsidiaries (the “Guarantees”). |
The foregoing securities are referred to collectively as the “Securities”.
In addition, each share of Common Stock has a related share purchase right (each, a “Right”) issued pursuant to the Tax Asset Protection Plan, dated as of March 9, 2011, as amended by Amendment No. 1 thereto, dated as of January 8, 2014, Amendment No. 2 thereto, dated as of December 14, 2016, and Amendment No. 3 thereto, dated as of December 11, 2019 (as so amended, the “Rights Agreement”), between the Company and Equiniti, as Rights Agent (the “Rights Agent”).
In connection with the filing of the Registration Statement, we, as your counsel, have examined such corporate records, certificates and other documents, including the resolutions of the Company’s Board of Directors (including committees thereof) authorizing the issuance of the Securities, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, it is our opinion that:
(1) Common Stock of the Company. When the Registration Statement has become effective under the Act, the terms of the sale of the Common Stock have been duly established in conformity with the Company’s Amended and Restated Certificate of Incorporation so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company and to include a number of shares of Common Stock to be issued not in excess of the number of shares of Common Stock then authorized and not outstanding or reserved for issuance, and the Common Stock has been duly issued and sold for a price per share determined by the Company’s Board of Directors which is not less than the par value thereof, the Common Stock will be validly issued, fully paid and nonassessable.
(2) Rights under the Tax Asset Protection Plan. Assuming that the Rights Agreement has been duly authorized, executed and delivered by the Rights Agent, when the Registration Statement has become effective under the Act and the shares of Common Stock have been validly issued and sold as contemplated by the Registration Statement, the Rights attributable to the Common Stock will be validly issued.
(3) Preferred Stock of the Company. When the Registration Statement has become effective under the Act, the terms of the Preferred Stock and of its issuance and sale have been duly established in conformity with the Company’s Amended and Restated Certificate of Incorporation so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company and to include a number of shares of Preferred Stock to be issued not in excess of the number of shares of Preferred Stock then authorized and not outstanding or reserved for issuance, a certificate of designations with respect to the Preferred Stock has been duly filed with the Secretary of State of the State of Delaware, and the Preferred Stock has been duly issued and sold for a price per share determined by the Company’s Board of Directors which is not less than the par value thereof, the Preferred Stock will be validly issued, fully paid and nonassessable.
(4) Depositary Shares of the Company. When the Registration Statement has become effective under the Act, the terms of the deposit agreement under which the depositary shares are to be issued (the “Deposit Agreement”) have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, the Deposit Agreement has been duly authorized, executed and delivered by the parties thereto, the terms of the depositary shares and of their issuance and sale have been duly established in conformity with the Deposit Agreement so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, the Preferred Stock represented by the depositary shares has been duly authorized and validly issued and is delivered to the depositary, and the depositary receipts evidencing the depositary shares have been duly issued against deposit of the Preferred Stock in accordance with the Deposit Agreement and issued and sold for a price determined by the Company’s Board of Directors which is not less than the par value of the underlying shares of Preferred Stock represented thereby, the depositary receipts evidencing the depositary shares will be validly issued.
2
(5) Warrants of the Company. When the Registration Statement has become effective under the Act, the terms of the governing instrument or agreement under which one or more warrants (“Warrants”) are to be issued (the “Warrant Agreement”) have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, the Warrant Agreement has been duly authorized, executed and delivered by the parties thereto, the terms of such Warrants and of their issuance and sale have been duly established in conformity with the Warrant Agreement so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and such Warrants have been duly executed and authenticated in accordance with the Warrant Agreement and issued and sold as contemplated by the Registration Statement, such Warrants will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(6) Purchase Contracts of the Company. When the Registration Statement has become effective under the Act, the terms of the governing instrument or agreement under which one or more purchase contracts (“Purchase Contracts”) are to be issued (the “Purchase Contract Agreement”) have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, the Purchase Contract Agreement has been duly authorized, executed and delivered by the parties thereto, the terms of such Purchase Contracts and of their issuance and sale have been duly established in conformity with the Purchase Contract Agreement so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and such Purchase Contracts have been duly executed and authenticated in accordance with the Purchase Contract Agreement and issued and sold as contemplated by the Registration Statement, such Purchase Contracts will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(7) Units of the Company. When the Registration Statement has become effective under the Act, the terms of the governing instrument or agreement under which one or more units (“Units”) are to be issued (the “Unit Agreement”) have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, the Unit Agreement has been duly authorized, executed and delivered by the parties thereto, the terms of such Units and of their issuance and sale have been duly established in conformity with the Unit Agreement so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and such Units have been duly executed and authenticated in accordance with the Unit Agreement and issued and sold as contemplated by the Registration Statement, such Units will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
3
(8) Debt Securities of the Company. When the Registration Statement has become effective under the Act, the indentures (each, an “Indenture”) relating to the relevant Debt Securities have been duly authorized, executed and delivered, the terms of a particular Debt Security and of its issuance and sale have been duly established in conformity with the Indenture under which it is to be issued so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and the Debt Securities have been duly executed, authenticated and issued in accordance with the related Indenture and issued and sold as contemplated by the Registration Statement, the basic prospectus included therein and the appropriate prospectus supplement or supplements, the Debt Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(9) Guarantees of the Company. When the Registration Statement has become effective under the Act, the relevant indenture relating to the Guarantees have been duly authorized, executed and delivered, the terms of the Guarantees and of their issuance and sale have been duly established in conformity with the indenture under which they are to be issued so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and the Guarantees and the corresponding debt securities have been duly executed, authenticated and issued in accordance with the related indentures, the Guarantees will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
In connection with our opinion set forth in paragraph (2) above, we note that the question whether the Board of Directors of the Company might be required to redeem the Rights at some future time will depend upon the facts and circumstances existing at that time and, accordingly, is beyond the scope of such opinion.
We note that, as of the date of this opinion, a judgment for money in an action based on debt securities denominated in foreign currencies or currency units in a Federal or state court in the United States ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular debt security is denominated into U.S. dollars will depend upon various factors, including which court renders the judgment. In the case of a debt security denominated in a foreign currency, a state court in the State of New York rendering a judgment on such debt security would be required under Section 27 of the New York Judiciary Law to render such judgment in the foreign currency in which the debt security is denominated, and such judgment would be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment.
4
The foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of the Securities” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours, | |
/s/ SULLIVAN & CROMWELL LLP |
5
Exhibit 8.1
[Letterhead of Sullivan & Cromwell LLP]
February 19, 2021
American International Group, Inc.,
175 Water Street,
New York, New York 10038.
Ladies and Gentlemen:
We have acted as your counsel in connection with the registration statement under the Securities Act of 1933 (the “Act”) on Form S-3 that you filed with the Securities and Exchange Commission on the date hereof (such registration statement is referred to as the “Registration Statement”). We hereby confirm to you that our opinion as to United States federal income tax matters is as set forth under the caption “Material United States Taxation Considerations” in the prospectus relating to the offer and sale of debt securities, guarantees, common stock, preferred stock, depositary shares, warrants, purchase contracts and units (the “Prospectus”), included in the Registration Statement, subject to the qualifications, limitations and assumptions set forth therein.
We hereby consent to the filing with the Securities and Exchange Commission of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Material United States Taxation Considerations” in the Prospectus. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act.
Very truly yours, | |
/s/ SULLIVAN & CROMWELL LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of American International Group, Inc. of our report dated February 19, 2021 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in American International Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020. We also consent to the references to us under the headings “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 19, 2021
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York (Jurisdiction of incorporation if not a U.S. national bank) |
13-5160382 (I.R.S. employer identification no.) | |
240 Greenwich Street, New York, N.Y. (Address of principal executive offices) |
10286 (Zip code) |
American International Group, Inc.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
13-2592361 (I.R.S. employer identification no.) | |
175
Water Street New York, New York (Address of principal executive offices) |
10038 (Zip code) |
Senior Debt Securities
(Title of the indenture securities)
1. | General information. Furnish the following information as to the Trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
Superintendent of the Department of Financial Services of the State of New York | One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 |
Federal Reserve Bank of New York | 33 Liberty Street, New York, N.Y. 10045 |
Federal Deposit Insurance Corporation | 550 17th Street, NW Washington, D.C. 20429 |
The Clearing House Association L.L.C. | 100 Broad Street New York, N.Y. 10004 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
- 2 -
4. | A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229494). |
6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 10th day of February, 2021.
THE BANK OF NEW YORK MELLON |
By: | /s/ Francine Kincaid | ||
Name: | Francine Kincaid | ||
Title: | Vice President |
- 4 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 240 Greenwich Street, New York, N.Y.
10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31, 2020, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar amounts in thousands | ||||
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | 5,412,000 | |||
Interest-bearing balances | 155,123,000 | |||
Securities: | ||||
Held-to-maturity securities | 47,940,000 | |||
Available-for-sale debt securities | 105,304,000 | |||
Equity securities with readily determinable fair values not held for trading | 64,000 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold in domestic offices | 0 | |||
Securities purchased under agreements to resell | 12,902,000 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases held for investment | 25,616,000 | |||
LESS: Allowance for loan and lease losses | 320,000 | |||
Loans and leases held for investment, net of allowance | 25,296,000 | |||
Trading assets | 8,415,000 | |||
Premises and fixed assets (including capitalized leases) | 3,099,000 | |||
Other real estate owned | 1,000 | |||
Investments in unconsolidated subsidiaries and associated companies | 1,690,000 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets | 7,030,000 | |||
Other assets | 14,239,000 | |||
Total assets | 386,515,000 | |||
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 208,980,000 | |||
Noninterest-bearing | 83,359,000 | |||
Interest-bearing | 125,621,000 | |||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 133,019,000 | |||
Noninterest-bearing | 6,242,000 | |||
Interest-bearing | 126,777,000 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | 0 | |||
Securities sold under agreements to repurchase | 2,381,000 | |||
Trading liabilities | 3,644,000 | |||
Other borrowed money: | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 325,000 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 0 | |||
Other liabilities | 8,910,000 | |||
Total liabilities | 357,259,000 | |||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,135,000 | |||
Surplus (exclude all surplus related to preferred stock) | 11,571,000 | |||
Retained earnings | 16,496,000 | |||
Accumulated other comprehensive income | 54,000 | |||
Other equity capital components | 0 | |||
Total bank equity capital | 29,256,000 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 29,256,000 | |||
Total liabilities and equity capital | 386,515,000 |
I, Emily Portney, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Emily Portney
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Thomas P. Gibbons Samuel C. Scott Joseph J. Echevarria |
Directors |
Exhibit 25.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION
TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York (Jurisdiction of incorporation if not a U.S. national bank) |
13-5160382 (I.R.S. employer identification no.) |
240 Greenwich Street, New York, N.Y. (Address of principal executive offices) |
10286 (Zip code) |
American International Group, Inc.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
13-2592361 (I.R.S. employer identification no.) |
175 Water Street New York, New York (Address of principal executive offices) |
10038 (Zip code) |
Subordinated Debt Securities
(Title of the indenture securities)
1. | General information. Furnish the following information as to the Trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Superintendent of the Department of Financial Services of the State of New York | One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 | |
Federal Reserve Bank of New York | 33 Liberty Street, New York, N.Y. 10045 | |
Federal Deposit Insurance Corporation | 550 17th Street, NW Washington, D.C. 20429 | |
The Clearing House Association L.L.C. | 100 Broad Street New York, N.Y. 10004 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
-2-
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
4. | A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229494). |
6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
-3-
SIGNATURE
Pursuant to the requirements
of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York, and State of New York, on the
10th day of February, 2021.
THE BANK OF NEW YORK MELLON | ||||
By: | /s/ | Francine Kincaid | ||
Name: | Francine Kincaid | |||
Title: | Vice President |
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 240 Greenwich Street, New York, N.Y.
10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31, 2020, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
ASSETS | Dollar amounts in thousands | |||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | 5,412,000 | |||
Interest-bearing balances | 155,123,000 | |||
Securities: | ||||
Held-to-maturity securities | 47,940,000 | |||
Available-for-sale debt securities | 105,304,000 | |||
Equity securities with readily determinable fair values not held for trading | 64,000 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold in domestic offices | 0 | |||
Securities purchased under agreements to resell… | 12,902,000 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases held for investment | 25,616,000 | |||
LESS: Allowance for loan and lease losses | 320,000 | |||
Loans and leases held for investment, net of allowance | 25,296,000 | |||
Trading assets | 8,415,000 | |||
Premises and fixed assets (including capitalized leases) | 3,099,000 | |||
Other real estate owned | 1,000 | |||
Investments in unconsolidated subsidiaries and associated companies | 1,690,000 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets | 7,030,000 | |||
Other assets | 14,239,000 | |||
Total assets | 386,515,000 |
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 208,980,000 | |||
Noninterest-bearing | 83,359,000 | |||
Interest-bearing | 125,621,000 | |||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 133,019,000 | |||
Noninterest-bearing | 6,242,000 | |||
Interest-bearing | 126,777,000 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | 0 | |||
Securities sold under agreements to repurchase | 2,381,000 | |||
Trading liabilities | 3,644,000 | |||
Other borrowed money: | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 325,000 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 0 | |||
Other liabilities | 8,910,000 | |||
Total liabilities | 357,259,000 | |||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,135,000 | |||
Surplus (exclude all surplus related to preferred stock) | 11,571,000 | |||
Retained earnings | 16,496,000 | |||
Accumulated other comprehensive income | 54,000 | |||
Other equity capital components | 0 | |||
Total bank equity capital | 29,256,000 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 29,256,000 | |||
Total liabilities and equity capital | 386,515,000 |
I, Emily Portney, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Emily Portney
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Thomas P. Gibbons Samuel C. Scott Joseph J. Echevarria |
Directors |
Exhibit 25.3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York (Jurisdiction of incorporation if not a U.S. national bank) |
13-5160382 (I.R.S. employer identification no.) | |
240 Greenwich Street, New York, N.Y. (Address of principal executive offices) |
10286 (Zip code) |
American International Group, Inc.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
13-2592361 (I.R.S. employer identification no.) | |
175 Water Street New York, New York (Address of principal executive offices) |
10038 (Zip code) |
Junior
Subordinated Debentures
(Title of the indenture securities)
1. | General information. Furnish the following information as to the Trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
Superintendent of the Department of Financial Services of the State of New York | One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 |
Federal Reserve Bank of New York | 33 Liberty Street, New York, N.Y. 10045 |
Federal Deposit Insurance Corporation | 550 17th Street, NW Washington, D.C. 20429 |
The Clearing House Association L.L.C. | 100 Broad Street New York, N.Y. 10004 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
- 2 -
4. | A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229494). |
6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 10th day of February, 2021.
THE BANK OF NEW YORK MELLON |
By: | /s/ Francine Kincaid | ||
Name: | Francine Kincaid | ||
Title: | Vice President |
- 4 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of 240 Greenwich Street, New York, N.Y.
10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31, 2020, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar amounts in thousands | ||||
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | 5,412,000 | |||
Interest-bearing balances | 155,123,000 | |||
Securities: | ||||
Held-to-maturity securities | 47,940,000 | |||
Available-for-sale debt securities | 105,304,000 | |||
Equity securities with readily determinable fair values not held for trading | 64,000 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold in domestic offices | 0 | |||
Securities purchased under agreements to resell: | 12,902,000 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases held for investment | 25,616,000 | |||
LESS: Allowance for loan and lease losses | 320,000 | |||
Loans and leases held for investment, net of allowance | 25,296,000 | |||
Trading assets | 8,415,000 | |||
Premises and fixed assets (including capitalized leases) | 3,099,000 | |||
Other real estate owned | 1,000 | |||
Investments in unconsolidated subsidiaries and associated companies | 1,690,000 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets | 7,030,000 | |||
Other assets | 14,239,000 | |||
Total assets | 386,515,000 | |||
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 208,980,000 | |||
Noninterest-bearing | 83,359,000 | |||
Interest-bearing | 125,621,000 | |||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 133,019,000 | |||
Noninterest-bearing | 6,242,000 | |||
Interest-bearing | 126,777,000 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | 0 | |||
Securities sold under agreements to repurchase | 2,381,000 | |||
Trading liabilities | 3,644,000 | |||
Other borrowed money: | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 325,000 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 0 | |||
Other liabilities | 8,910,000 | |||
Total liabilities | 357,259,000 | |||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,135,000 | |||
Surplus (exclude all surplus related to preferred stock) | 11,571,000 | |||
Retained earnings | 16,496,000 | |||
Accumulated other comprehensive income | 54,000 | |||
Other equity capital components | 0 | |||
Total bank equity capital | 29,256,000 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 0 | |||
Total equity capital | 29,256,000 | |||
Total liabilities and equity capital | 386,515,000 |
I, Emily Portney, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Emily Portney | ||
Chief Financial Officer |
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Thomas P. Gibbons | |||
Samuel C. Scott | Directors | ||
Joseph J. Echevarria |