AIG tenders for 39 series of debt securities

New York, March 17 – American International Group, Inc. began a cash tender offer for 39 series of debt securities issued by itself and its subsidiaries.

The tender has two parts, 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 part of the tender expires at 5 p.m. ET on March 25.

In the second part, 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.

Notes covered by the any and all offer are:

• ¥2 billion of 2.275% notes due Aug. 8, 2016 with a purchase price of ¥1,028.75 per ¥1,000 principal amount;

• ¥3 billion of 2.275% notes due Aug. 8, 2016 with a purchase price of ¥1,028.75 per ¥1,000 principal amount;

• MXN 437.8 million of 8.59% notes due Sept. 15, 2016 with a purchase price of MXN 1,065.00 per MXN 1,000 principal amount;

• ¥20 billion of notes due Oct. 24, 2016 with a purchase price of ¥1,052.50 per ¥1,000 principal amount;

• CHF 114.9 million of 2.75% notes due 2016 with a purchase price of CHF 1,506.25 per CHF 1,000 principal amount;

• MXN 1,488,000,000 of 7.98% notes due June 15, 2017 with a purchase price of MXN 1,075.00 per MXN 1,000 principal amount;

• CHF 114.7 million of 3.375% notes due 2017 with a purchase price of CHF 1,085.00 per CHF 1,000 principal amount;

• ¥20 billion notes due Nov. 22, 2017 with a purchase price of ¥1,062.25 per ¥1,000 principal amount;

• ¥20 billion notes due April 24, 2018 with a purchase price of ¥1,095.00 per ¥1,000 principal amount;

• ¥20 billion notes due Aug. 23, 2018 with a purchase price of ¥1,100.00 per ¥1,000 principal amount;

• NOK 250 million of notes due 2018 issued by AIG-FP Matched Funding with a purchase price of NOK 1,190.00 per NOK 1,000 principal amount;

• €21.8 million of callable fixed-rate notes due March 19, 2047 issued by AIG-FP Matched Funding with a purchase price of €1,088.75 per €1,000 principal amount;

• $9.7 million of callable zero-coupon notes due April 2035 issued by AIG-FP Matched Funding with a purchase price of $1,951.25 per $1,000 principal amount;

• $20 million of floating-rate medium-term notes due Nov. 27, 2046 issued by AIG-FP Matched Funding with a purchase price of $982.50 per $1,000 principal amount;

• $300,000 of floating-rate medium-term notes due Dec. 5, 2046 issued by AIG-FP Matched Funding with a purchase price of $982.50 per $1,000 principal amount;

• $10 million of index-linked range accrual notes due Nov. 20, 2017 issued by AIG-FP Matched Funding with a purchase price of $1,145.00 per $1,000 principal amount;

• $2.5 million of floating-rate medium-term notes due Nov. 27, 2047 issued by AIG-FP Matched Funding with a purchase price of $985.00 per $1,000 principal amount;

• $3.8 million of 0% commodity index linked notes due May 11, 2017 issued by AIG-FP Private Funding (Cayman) Ltd. with a purchase price of $660.00 per $1,000 principal amount;

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

• $1.5 million of 0% commodity index linked notes due Sept. 26, 2016 issued by AIG-FP Private Funding (Cayman) Ltd. with a purchase price of $762.50 per $1,000 principal amount;

• $840 million of 5.45% medium-term notes series MP, matched investment program due May 18, 2017. Pricing will be set using a spread of 47 basis points over the 0.5% Treasury due Feb. 28, 2017;

• €600 million of 5% notes due 2017. Pricing will be set 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.

Pricing for the last two notes will be set at 10 a.m. ET on the expiration date.

Notes covered by the maximum tender, listed in order of acceptance priority, are:

• $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;

• $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 purchase date.

The payment date 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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