AIG Announces Early Participation Results Of Its Tender Offers

American International Group, Inc. (NYSE: AIG) today announced the results as of the Early Participation 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”). In addition, AIG announced that it will purchase Sterling and Euro Debentures up to an aggregate purchase price of $408 million. The tender offer caps for the Dollar Debentures and the SAFG Securities remain unchanged. As previously announced, the Early Participation Date for the tender offers was 5:00 p.m., New York City time, on March 4, 2013. 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.

As of the Early Participation Date, the principal or liquidation amount of Securities of each series outstanding and validly tendered and not validly withdrawn, the Hypothetical Clearing Spread and the Total Consideration per £1,000, €1,000 or $1,000 principal or liquidation amount were as follows: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 Security Identifier Issuer

Principal orLiquidationAmountOutstanding

Principal orLiquidationAmountTendered

Percent ofAmountOutstandingTendered

HypotheticalClearingSpread

TotalConsideration
(millions) (millions) (basis points)
Sterling and Euro Debentures

8.625% Series A-8 JuniorSubordinated DebenturesISIN: XS0365317113 (144A) /XS0365314284 (Reg S)
AIG £527.7 £442.4 83.84% 238 £1,256.13

8.000% Series A-7 JuniorSubordinated DebenturesISIN: XS0365324838 (144A) /XS0365323608 (Reg S)
AIG €750.0 €575.8 76.77% 328 €1,201.15
 
Dollar Debentures

6.25% Series A-1 JuniorSubordinated DebenturesCUSIP: 026874BE6ISIN: US026874BE68
AIG $687.6 $78.6 11.43% 230 $1,114.13

8.175% Series A-6 JuniorSubordinated DebenturesCUSIP:026874BS5(Unrestricted) /U02687BW7 (Reg S) /026874BR7 (144A)ISIN: USU02687BW75 (Reg S) /US026874BR71 (144A)
AIG $4,000.0 $365.8 9.14% 250 $1,345.77
 
SAFG Securities

8 1/2% Capital TrustPass-Through SecuritiesCUSIP: 026351BB1ISIN: US026351BB14
AG Capital II $300.0 $19.3 6.44% 230 $1,345.91

7.57% CapitalSecurities, Series ACUSIP: 02637VAA6ISIN: US02637VAA61
AG Institutional Capital A $500.0 $114.2 22.83% 260 $1,276.44

8 1/8 % Capital Securities,Series BCUSIP: 02637XAA2ISIN: US02637XAA28
AG Institutional Capital B $500.0 $29.0 5.80% 265 $1,350.13

5.60% Senior Debenturesdue July 2097CUSIP: 866930AG5ISIN: US866930AG50
SunAmerica $175.0 $61.8 35.29% 255 $991.85
 

If we receive no additional tenders of Securities after the Early Participation Date, then the actual Clearing Spreads will be the same as the Hypothetical Clearing Spreads set forth above. If we receive tenders of Securities after the Early Participation Date at bid spreads above the Hypothetical Clearing Spreads, the actual Clearing Spreads may increase and the Total Consideration paid to holders who validly tendered and did not withdraw their Securities on or prior to the Early Participation Date may decrease. The actual Clearing Spread, Total Consideration and Tender Offer Consideration for each series of Securities will be determined promptly following the Expiration Date (as defined below).

Holders who validly tendered and did not withdraw their Securities on or prior to the Early Participation Date, and whose Securities are accepted for purchase pursuant to the tender offers, will receive the Total Consideration, which 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 and accepted for purchase (the “Early Participation Amount”).

The expiration date of the tender offers is 11:59 p.m., New York City time, on March 18, 2013, unless extended (the “Expiration Date”). Holders validly tendering their Securities after the Early Participation Date and on or prior to the Expiration Date will not be entitled to receive the Early Participation Amount. The Payment Date will be promptly following the Expiration Date and is expected to be on or about March 19, 2013 for the Dollar Debentures and SAFG Securities and on or about March 20, 2013 for the Sterling and Euro Debentures.

Withdrawal rights for the tender offers have expired and have not been extended.

AIG has 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 is the Information Agent and Depositary for the tender offers. For additional information regarding the terms of the tender offers, 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). Requests for documents and questions regarding the tendering of Securities may be directed to 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.

This news release does not constitute an offer or an invitation by AIG to participate in the tender offers in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction.

Certain statements in this press release, including those describing the completion of 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 and jurisdictions. 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.

Copyright Business Wire 2010

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