UPDATE 2-AIG to accelerate MetLife sales, gov't repayment

Tue Mar 1, 2011 6:12pm EST

* AIG, MetLife to sell shares

* Deal will speed repayment of U.S. Treasury

* AIG shares falling closer to gov't break-even point (Rewrites, adds background, details of offering, bylines)

By Ben Berkowitz and Alina Selyukh

NEW YORK, March 1 (Reuters) - Bailed-out insurer American International Group (AIG.N) will sell off its stake in MetLife Inc (MET.N) months earlier than expected, accelerating its repayment of the U.S. government and giving MetLife more control of what had been an overhang for its shares.

AIG's bailout at one point reached $182 billion. At this point, the government's investment is comprised of a 92.2 percent stake in AIG's common stock and preferred interests in two special purpose vehicles.

The MetLife deal will let AIG pay down the Treasury's interest in one vehicle, which held the MetLife shares. It may also let AIG pay down part of the interest in the second vehicle, which holds AIG's shares in AIA Group (1299.HK).

After the transactions, AIG will be able to pay down $6 billion to $7 billion of the $18.2 billion still owed on the vehicles. The value of the AIA shares in the second vehicle is expected to be enough to cover the balance owed.

AIG sold its international insurance business Alico to MetLife last year for $7.2 billion cash and $9 billion in various classes of securities. The deal included a nine-month lockup on share sales.

Under the terms of the deal announced on Tuesday, AIG will be able to sell its MetLife common stock and equity units in underwritten offerings now. MetLife will directly purchase preferred shares from AIG, using the proceeds of a common stock offering.

For AIG, it gets access to billions of dollars of capital months sooner than planned at favorable prices. MetLife shares are worth nearly $6 more now than when the Alico sale closed.

"We are taking advantage of the opportunity to monetize our interest in MetLife more quickly to continue our efforts to repay the government," an AIG spokesman said in a statement.

The structure of the deal eliminates any risk of dilution for MetLife above what was already expected, in addition to giving the country's largest life insurer more control over what could have been a drawn-out process.

"We believe it'll provide for an organized sale of MetLife's securities," a MetLife spokesman said of the new arrangement.

MetLife shares fell 2.1 percent to $43.95 in after-hours trading. AIG shares dipped 0.5 percent to $36.50.

At current levels, the Treasury still stands to make more than $13 billion in profits on AIG shares. It is expected to launch a substantial offering of AIG stock -- $15 billion or more -- in the second half of May. (Reporting by Ben Berkowitz and Alina Selyukh; Editing by Bernard Orr)

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