AIG announces response to any and all tender, to accept all notes

New York, March 26 – American International Group, Inc. announced the results of its any and all tender offer to buy notes that are part of its Direct Investment book.

The company said it will buy all notes tendered.

The response is as follows:

• None of the ¥2 billion of 2.275% notes due Aug. 8, 2016 were tendered. The purchase price is ¥1,028.75 per ¥1,000 principal amount;

• ¥2.7 billion, or 90%, of the ¥3 billion of 2.275% notes due Aug. 8, 2016 were tendered. The purchase price is ¥1,028.75 per ¥1,000 principal amount;

• MXN 172.7 million, or 39.4%, of the MXN 437.8 million of 8.59% notes due Sept. 15, 2016 were tendered. The purchase price is MXN 1,065.00 per MXN 1,000 principal amount;

• None of the ¥20 billion of notes due Oct. 24, 2016 were tendered. The purchase price is ¥1,052.50 per ¥1,000 principal amount;

• CHF 61.9 million, or 53.8%, of the CHF 114.9 million of 2.75% notes due 2016 were tendered. The purchase price is CHF 1,506.25 per CHF 1,000 principal amount;

• MXN 136 million, or 9.1%, of the MXN 1,488,000,000 of 7.98% notes due June 15, 2017 were tendered. The purchase price is MXN 1,075.00 per MXN 1,000 principal amount;

• CHF 80.1 million, or 69.9%, of the CHF 114.7 million of 3.375% notes due 2017 were tendered. The purchase price is CHF 1,085.00 per CHF 1,000 principal amount;

• None of the ¥20 billion notes due Nov. 22, 2017 were tendered. The purchase price is ¥1,062.25 per ¥1,000 principal amount;

• None of the ¥20 billion notes due April 24, 2018 were tendered. The purchase price is ¥1,095.00 per ¥1,000 principal amount;

• None of the ¥20 billion notes due Aug. 23, 2018 were tendered. The purchase price is ¥1,100.00 per ¥1,000 principal amount;

• None of the NOK 250 million of notes due 2018 issued by AIG-FP Matched Funding were tendered. The purchase price is NOK 1,190.00 per NOK 1,000 principal amount;

• None of the €21.8 million of callable fixed-rate notes due March 19, 2047 issued by AIG-FP Matched Funding were tendered. The purchase price is €1,088.75 per €1,000 principal amount;

• All of the $10 million callable zero-coupon notes due April 2035 issued by AIG-FP Matched Funding were tendered. The purchase price is $1,951.25 per $1,000 principal amount;

• $1.7 million, or 8.3%, of the $20 million of floating-rate medium-term notes due Nov. 27, 2046 issued by AIG-FP Matched Funding were tendered. The purchase price is $982.50 per $1,000 principal amount;

• None of the $300,000 of floating-rate medium-term notes due Dec. 5, 2046 issued by AIG-FP Matched Funding were tendered. The purchase price is $982.50 per $1,000 principal amount;

• None of the $10 million of index-linked range accrual notes due Nov. 20, 2017 issued by AIG-FP Matched Funding were tendered. The purchase price is $1,145.00 per $1,000 principal amount;

• None of the $2.5 million of floating-rate medium-term notes due Nov. 27, 2047 issued by AIG-FP Matched Funding were tendered. The purchase price is $985.00 per $1,000 principal amount;

• $500,000, or 13.3%, of the $3.8 million of 0% commodity index linked notes due May 11, 2017 issued by AIG-FP Private Funding (Cayman) Ltd. were tendered. The purchase price is $660.00 per $1,000 principal amount;

• $100,000, or 1.3%, of the $7.7 million of 0% commodity index linked notes series 2006-B due July 29, 2016 issued by AIG-FP Private Funding (Cayman) Ltd. were tendered. The purchase price is $610.00 per $1,000 principal amount;

• None of the $1.5 million of 0% commodity index linked notes due Sept. 26, 2016 issued by AIG-FP Private Funding (Cayman) Ltd. were tendered. The purchase price is $762.50 per $1,000 principal amount;

• $596.1 million, or 71.0%, of the $840 million of 5.45% medium-term notes series MP, matched investment program due May 18, 2017 were tendered. The purchase price was set at $1,092.95 per $1,000 principal amount at 10 a.m. ET on March 25 using a spread of 47 basis points over the 0.5% Treasury due Feb. 28, 2017;

• €229.9 million, or 38.3%, of the €600 million of 5% notes due 2017 were tendered. The purchase price was at €1,107.19 per €1,000 principal amount at 10 a.m. ET on March 25 using a spread of 10 bps over the June 2017 interpolated swap rate.

AIG will pay accrued interest on all notes except those with zero coupons.

As announced on March 17, there are two tender offers, which are independent of each other. AIG said it may complete some, all or none of the offers.

In the any and all tender offer, AIG is tendering for notes that are part of its Direct Investment book and will fund the offer using cash allocated to this book.

This tender offer expired at 5 p.m. ET on March 25.

In the second offer, AIG will pay up to $1.25 billion to buy notes and debentures.

This offer has an early participation date of 5 p.m. ET on March 30 and expires at 11:59 p.m. ET on April 13.

Maximum tender offer

The following notes are covered by the maximum tender, listed in order of acceptance priority:

• $1,195,500,000 of 8.175% series A-6 junior subordinated debentures due May 15, 2038. Pricing will be set using a spread of 250 bps over the 3% Treasury due Nov. 15, 2044;

• $136.2 million of 7.57% junior subordinated deferrable interest debentures, series A, due Dec. 1, 2045 issued by AIG Life Holdings, Inc. Pricing will be set using a spread of 260 bps over the 3% Treasury due Nov. 15, 2044;

• £65.7 million of 8.625% series A-8 junior subordinated debentures due May 22, 2018. Pricing will be set using a spread of 170 bps over the 5% Gilt due March 7, 2018;

• $155.4 million of 8.5% junior subordinated debentures due July 1, 2030 issued by AIG Life Holdings, Inc. Pricing will be set using a spread of 210 bps over the 3% Treasury due Nov. 15, 2044;

• €43.8 million of 8% series A-7 junior subordinated debentures due May 22, 2018. Pricing will be set using a spread of 165 bps over the May 2018 interpolated swap rate;

• $244.6 million of 8.125% junior subordinated deferrable interest debentures, series B, due March 15, 2046 issued by AIG Life Holdings, Inc. Pricing will be set using a spread of 265 bps over the 3% Treasury due Nov. 15, 2044;

• $496.2 million of 6.25% series A-1 junior subordinated debentures due March 15, 2037. Pricing will be set using a spread of 235 bps over the 3% Treasury due Nov. 15, 2044;

• £161.7 million of 5.75% series A-2 junior subordinated debentures due March 15, 2017. Pricing will be set using a spread of 185 bps over the 1.75% Gilt due Jan. 22, 2017;

• $86.4 million of 8.125% debentures due April 28, 2023 issued by SunAmerica Inc. Pricing will be set using a spread of 100 bps over the 2% Treasury due Feb. 15, 2025;

• £281.4 million of 6.765% sterling notes due Nov. 15, 2017. Pricing will be set using a spread of 55 bps over the 1% Gilt due Sept. 7, 2017;

• €61.8 million of 6.797% euro notes due Nov. 15, 2017. Pricing will be set using a spread of 35 bps over the November 2017 interpolated swap rate;

• $150 million of 6.625% notes due Feb. 15, 2029 issued by AIG Life Holdings, Inc. Pricing will be set using a spread of 80 bps over the 3% Treasury due Nov. 15, 2044;

• $20.3 million of 5.6% debentures due July 31, 2097 issued by SunAmerica Inc. Pricing will be set using a spread of 240 bps over the 3% Treasury due Nov. 15, 2044;

• $135.5 million of 7.5% notes due July 15, 2025 issued by AIG Life Holdings, Inc. Pricing will be set using a spread of 110 bps over the 2% Treasury due Feb. 15, 2025;

• €306.2 million of 4.875% series A-3 junior subordinated debentures due March 15, 2017. Pricing will be set using a spread of 175 bps over the March 2017 interpolated swap rate;

• $243.5 million of 6.82% dollar notes due Nov. 15, 2037. Pricing will be set using a spread of 130 bps over the 3% Treasury due Nov. 15, 2044; and

• $2,411,000,000 of 5.85% medium-term notes, series G, due Jan. 16, 2018. Pricing will be set using a spread of 52 bps over the 1% Treasury due March 15, 2018.

Pricing will be set at 10 p.m. ET on the business day following the early participation date.

All prices include an early tender payment of $50, €50 or £50 per $1,000, €1,000 or £1,000 principal amount that will only be paid to holders who tender by the early tender deadline.

AIG will also pay accrued interest up to but excluding the settlement date, which is expected to be April 15.

For both offers, Barclays Bank plc (+44 (0) 207 773 8990), Barclays Capital Inc. (800 438-3242 or 212 528-7581), BofA Merrill Lynch (+44 (0) 20 7995 2929, 888 292-0070 or 980 387-3907), Goldman Sachs & Co. (800 828-3182 or 212 902-5183) and Goldman Sachs International (+44 (0) 207 774 9862) are the joint lead dealer managers.

Global Bondholder Services Corp. (212 430-3774 banks and brokers only, 866 924-2200, 212 430-3774 or aig@gbsc-usa.com) is the information agent and depositary.

AIG is a New York-based insurer.

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