American International Group, Inc. (NYSE: AIG) today announced the reference yields for its previously announced modified “Dutch Auction” cash tender offer for its junior subordinated debentures denominated in sterling and euros set forth in the table below (the “Sterling and Euro Debentures”) pursuant to its offer to purchase dated February 19, 2013 (the “Offer to Purchase”). The complete terms of the tender offer are set forth in the Offer to Purchase, including certain capitalized terms used but not defined herein.
As of 2:00 p.m., London time, on March 4, 2013, the reference yield for each series of Sterling and Euro Debentures, based on the mid-market price of the applicable reference security, was as follows:
|Title of Security|
|Bloomberg Reference Page|
|8.625% Series A-8 Junior Subordinated Debentures|
ISIN: XS0365317113 (144A) /
XS0365314284 (Reg S)
5.00% UK Gilt
March 7, 2018
|8.000% Series A-7 Junior Subordinated Debentures|
ISIN: XS0365324838 (144A) /
XS0365323608 (Reg S)
January 4, 2018
These reference yields will be used to determine the consideration paid for each series of Sterling and Euro Debentures that are accepted for purchase after expiration of the tender offer.
The expiration date of the tender offer is 11:59 p.m., New York City time, on March 18, 2013, unless extended (the “Expiration Date”). Holders who have not already tendered their Sterling and Euro Debentures may continue to do so at any time prior to the Expiration Date, in accordance with the procedures described in the Offer to Purchase. Holders who validly tender and do not withdraw their Sterling and Euro Debentures on or prior to 5:00 p.m., New York City time, on March 4, 2013, unless extended (the “Early Participation Date”), and whose Sterling and Euro Debentures are accepted for purchase pursuant to the tender offer, will receive the Total Consideration, which includes an early participation amount of £50.00 or €50.00 per £1,000 or €1,000 principal amount, as applicable, of Sterling and Euro Debentures validly tendered and accepted for purchase (the “Early Participation Amount”). Holders validly tendering their Sterling and Euro Debentures after the Early Participation Date and on or prior to the Expiration Date will not be entitled to receive the Early Participation Amount. Tenders of Sterling and Euro Debentures may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on March 4, 2013, but not thereafter. The Sterling and Euro Debentures are held in book-entry form only through the facilities of Clearstream Banking, société anonyme (“Clearstream”) or Euroclear Bank S.A./N.V. (“Euroclear”). The deadlines set by your custodian or nominee, or by Clearstream and Euroclear, for the submission and revocation of tender instructions for the Sterling and Euro Debentures may be earlier than the relevant deadlines specified above.
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 offer. Global Bondholder Services Corporation is the Information Agent and Depositary for the tender offer. For additional information regarding the terms of the tender offer, 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 firstname.lastname@example.org 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 offer 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.
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.
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