AIG Announces Final Results of Its Tender Offers

Tue Mar 19, 2013 8:30am EDT

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NEW YORK--(Business Wire)--
American International Group, Inc. (NYSE: AIG) today announced the final results
as of 11:59 p.m., New York City time, on March 18, 2013 (the "Expiration Date")
of its previously announced tender offers for (i) certain of AIG`s junior
subordinated debentures denominated in sterling and euros (the "Sterling and
Euro Debentures"), (ii) certain of AIG`s junior subordinated debentures
denominated in U.S. dollars (the "Dollar Debentures") and (iii) the capital
securities issued by three statutory trusts controlled by SunAmerica Financial
Group Inc., a wholly-owned subsidiary of AIG ("SAFG"), that hold junior
subordinated debentures issued by SAFG and guaranteed by AIG and senior
debentures originally issued by SunAmerica Inc. and assumed by AIG
(collectively, the "SAFG Securities" and, together with the Sterling and Euro
Debentures and the Dollar Debentures, the "Securities"), pursuant to its offer
to purchase dated February 19, 2013 (the "Offer to Purchase"). The complete
terms of the tender offers, including certain capitalized terms used but not
defined herein, are set forth in the Offer to Purchase and, as applicable, the
related letter of transmittal. 

"The completion of the tender offers shows that AIG continues to deliver on its
capital management goals while illustrating its financial flexibility," said
Robert H. Benmosche, President and Chief Executive Officer of AIG. 

AIG also announced that it will purchase the maximum principal amount of
Sterling and Euro Debentures that it can purchase at the prices set forth below
for an aggregate purchase price (excluding accrued interest) of $429,821,726.71.
The tender offer caps for the Dollar Debentures and the SAFG Securities remain
unchanged. AIG will accept for purchase all Securities validly tendered at a bid
spread equal to or greater than the applicable Clearing Spread set forth below,
which results in an aggregate purchase price of approximately $1.316 billion
(including an aggregate of approximately $32.8 million in respect of accrued
interest and distributions on accepted Securities). 

As of the Expiration Date, the principal or liquidation amount of Securities of
each series outstanding and validly tendered and accepted by AIG, the final
Clearing Spread and the Total Consideration per £1,000, €1,000 or $1,000
principal or liquidation amount were as follows:

                                                                                                                                                                                                    
 Title of Security and                      Issuer                              Principal or           Principal or            Principal or            Clearing                Total Consideration  
  Security Identifier                                                           Liquidation            Liquidation             Liquidation             Spread                                       
                                                                                Amount                 Amount                  Amount                                                               
                                                                                Outstanding            Tendered                Accepted                                                             
                                                                                (in millions,          (in millions,           (in millions,           (basis points)                               
                                                                                rounded)               rounded)                rounded)                                                             
                                                                                                                                                                                                    
 Sterling and Euro Debentures                                                                                                                                                                       
 8.625% Series A-8 Junior                   AIG                                 £523.3                 £444.2                  £76.7                   238                     £1,256.13            
 Subordinated Debentures                                                                                                                                                                            
 ISIN: XS0365317113 (144A) /                                                                                                                                                                        
 
XS0365314284 (Reg S)                                                                                                                                                                              
 8.000% Series A-7 Junior                   AIG                                 €750.0                 €576.2                  €182.4                  328                     €1,201.15            
 Subordinated Debentures                                                                                                                                                                            
 
ISIN: XS0365324838 (144A) /                                                                                                                                                                       
 
XS0365323608 (Reg S)                                                                                                                                                                              
                                                                                                                                                                                                    
 Dollar Debentures                                                                                                                                                                                  
 6.25% Series A-1 Junior                    AIG                                 $687.6                 $78.9                   $78.9                   230                     $1,114.13            
 Subordinated Debentures                                                                                                                                                                            
 CUSIP: 026874BE6                                                                                                                                                                                   
 ISIN: US026874BE68                                                                                                                                                                                 
 8.175% Series A-6 Junior                   AIG                                 $4,000.0               $366.4                  $366.4                  250                     $1,345.77            
 Subordinated Debentures                                                                                                                                                                            
 CUSIP:026874BS5 (Unrestricted) /                                                                                                                                                                   
 U02687BW7 (Reg S) /                                                                                                                                                                                
 026874BR7 (144A)                                                                                                                                                                                   
 
ISIN: USU02687BW75 (Reg                                                                                                                                                                           
 S) / US026874BR71 (144A)                                                                                                                                                                           
                                                                                                                                                                                                    
 SAFG Securities                                                                                                                                                                                    
 8 1/2% Capital Trust                       AG Capital II                       $300.0                 $19.3                   $19.3                   230                     $1,345.91            
 Pass-Through Securities                                                                                                                                                                            
 CUSIP: 026351BB1                                                                                                                                                                                   
 
ISIN: US026351BB14                                                                                                                                                                                
 7.57% Capital                              AG Institutional Capital A          $500.0                 $114.2                  $114.2                  260                     $1,276.44            
 Securities, Series A                                                                                                                                                                               
 
CUSIP: 02637VAA6                                                                                                                                                                                  
 
ISIN: US02637VAA61                                                                                                                                                                                
 8 1/8 % Capital Securities,                AG Institutional Capital B          $500.0                 $29.0                   $29.0                   265                     $1,350.13            
 Series B                                                                                                                                                                                           
 
CUSIP: 02637XAA2                                                                                                                                                                                  
 
ISIN: US02637XAA28                                                                                                                                                                                
 5.60% Senior Debentures                    SunAmerica                          $175.0                 $61.8                   $61.8                   255                     $991.85              
 due July 2097                                                                                                                                                                                      
 
CUSIP: 866930AG5                                                                                                                                                                                  
 
ISIN: US866930AG50                                                                                                                                                                                
                                                                                                                                                                                                    
                                                                                                                                                                                                    


The Total Consideration includes an early participation amount of £50, €50 or
$50 per £1,000, €1,000 or $1,000 principal or liquidation amount, as applicable,
of Securities validly tendered prior to the Early Participation Date and
accepted for purchase (the "Early Participation Amount"). 

AIG previously announced the results of the tender offers as of the Early
Participation Date, which was 5:00 p.m., New York City time, on March 4, 2013.
Holders who validly tendered and did not withdraw their Securities prior to the
Early Participation Date at a bid spread equal to or greater than the applicable
Clearing Spread set forth in the table above will receive the Total
Consideration, plus accrued interest or distributions, as the case may be,
through March 20, 2013, in the case of the Sterling and Euro Debentures, and
through March 19, 2013, in the case of the Dollar Debentures and SAFG
Securities, in respect of such Securities. Holders who validly tendered their
Securities after the Early Participation Date and on or prior to the Expiration
Date at a bid spread equal to or greater than the applicable Clearing Spread set
forth in the table above, will receive the Tender Offer Consideration, which is
the Total Consideration less the Early Participation Amount, plus accrued
interest or distributions, as the case may be, through March 20, 2013, in the
case of the Sterling and Euro Debentures, and through March 19, 2013, in the
case of the Dollar Debentures and SAFG Securities, in respect of such
Securities. 

AIG retained Credit Suisse Securities (USA) LLC, J.P. Morgan and Morgan Stanley
as the Joint Lead Dealer Managers, BNP PARIBAS, HSBC, RBC Capital Markets and
Standard Chartered Bank as Co-Dealer Managers and ANZ Securities, Lloyds
Securities, nabSecurities, LLC, Santander, SOCIETE GENERALE and UniCredit
Capital Markets as Junior Co-Dealer Managers, for the tender offers. Global
Bondholder Services Corporation was the Information Agent and Depositary for the
tender offers. For additional information regarding the expiration of the tender
offers or expected Payment Date, please contact: Credit Suisse Securities (USA)
LLC at (800) 820-1653 (toll-free) or (212) 538-2147 (collect), J.P. Morgan
Securities LLC at (866) 834-4666 (toll-free) or (212) 834-2494 (collect) or
Morgan Stanley & Co. Incorporated at (800) 624-1808 (toll-free) or (212)
761-1057 (collect), or Global Bondholder Services Corporation by telephone at
(212) 430-3774 (for banks and brokers only), (866) 470-4100 (for all others
toll-free) or +001-212-430-3774 (international), by email at aig@gbsc-usa.com
and online at www.gbsc-usa.com/aig. 

Certain statements in this press release, including those describing the payment
for tendered securities in the tender offer, 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 international insurance
organization serving customers in more than 130 countries. 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: @AIG_LatestNews | 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 jurisdictions, 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.

American International Group, Inc.
Media
Jon Diat, 212-770-3505
jon.diat@aig.com
or
Jim Ankner, 917-882-7677
james.ankner@aig.com
or
Investors
Liz Werner, 212-770-7074
elizabeth.werner@aig.com

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