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American International Group, Inc.
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Date, the principal or liquidation amount of Securities of each series outstanding and validly tendered and not validly withdrawn, the Hypothetical Clearing Spread and the Total Consideration per £1,000, €1,000 or $1,000 principal or liquidation amount were as follows: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).
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.
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