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Date, the principal or liquidation amount of Securities of each series outstanding and validly tendered and not validly withdrawn, the Hypothetical Clearing Spread and the Total Consideration per £1,000, €1,000 or $1,000 principal or liquidation amount were as follows: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 or Liquidation Amount Outstanding

Principal or Liquidation Amount Tendered

Percent of Amount Outstanding Tendered

Hypothetical Clearing Spread

Total Consideration
(millions) (millions) (basis points)
Sterling and Euro Debentures

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

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

6.25% Series A-1 Junior Subordinated Debentures CUSIP: 026874BE6 ISIN: US026874BE68
AIG $687.6 $78.6 11.43% 230 $1,114.13

8.175% Series A-6 Junior Subordinated Debentures CUSIP :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 Trust Pass-Through Securities CUSIP: 026351BB1 ISIN: US026351BB14
AG Capital II $300.0 $19.3 6.44% 230 $1,345.91

7.57% Capital Securities, Series A CUSIP: 02637VAA6 ISIN: US02637VAA61
AG Institutional Capital A $500.0 $114.2 22.83% 260 $1,276.44

8 1/8 % Capital Securities, Series B CUSIP: 02637XAA2 ISIN: US02637XAA28
AG Institutional Capital B $500.0 $29.0 5.80% 265 $1,350.13

5.60% Senior Debentures due July 2097 CUSIP: 866930AG5 ISIN: 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).

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