AIG launches tender offers, consent solicitations for American General, SunAmerica notes

Chicago, May 11 – American International Group, Inc. (AIG) started any-and-all cash tender offers and consent solicitations for several series of notes issued by American General Corp. and SunAmerica Inc., according to a press release.

For American General notes, the current obligor is AIG Life Holdings, Inc. For SunAmerica notes, the current obligor is AIG.

AIG is offering cash for the following series of notes, with the hypothetical considerations based on a $1,000 note:

• $36,745,000 outstanding of 7.57% junior subordinated deferrable interest debentures, series A (Cusip: 00138GAB5) issued by American General to be priced using the 1.875% U.S. Treasury due Feb. 15, 2051 plus 175 basis points for a hypothetical total consideration of $1,539.25;

• $211,987,000 outstanding of 8.125% junior subordinated deferrable interest debentures, series B (Cusip: 00138GAC3) issued by American General to be priced using the 1.875% U.S. Treasury due Feb. 15, 2051 plus 175 bps for a hypothetical total consideration of $1,629.01;

• $135,531,000 outstanding of 7.5% notes due 2025 issued by American General (Cusip: 026351AU0) to be priced using the 0.75% U.S. Treasury due April 30, 2026 plus 45 bps for a hypothetical total consideration of $1,251.84;

• $147,091,000 outstanding of 6.625% Notes due 2029 issued by American General (Cusip: 026351AZ9) to priced using the 1.25% U.S. Treasury due Feb. 15, 2031 plus 65 bps for a hypothetical total consideration of $1,307.90;

• $114.11 million outstanding of 8.5% junior subordinated debentures due 2030 (Cusip: 00138GAA7) issued by American General to be priced using the 1.125% U.S. Treasury due Feb. 15, 2031 plus 150 bps for a hypothetical total consideration of $1,424.57;

• $86,367,000 outstanding of 8.125% debentures due April 28, 2023 (Cusip: 866930AB6) issued by SunAmerica to be priced using the 0.125% U.S. Treasury due April 30, 2023 plus 0 bps for a hypothetical total consideration of $1,152.95;

• $13.64 million of 7.05% notes due 2025 issued by SunAmerica (Cusip: 86703QBJ9) to be priced using the 0.75% U.S. Treasury due April 30, 2026 plus 40 bps for a hypothetical total consideration of $1,257.04;

• $8,797,000 outstanding of 7% notes due 2026 issued by SunAmerica (Cusip: 86703QBN0) to be priced using the 0.75% U.S. Treasury due April 30, 2026 plus 45 bps for a hypothetical total consideration of $1,263.18; and

• $19,996,000 outstanding of 5.6% debentures due 2097 issued by SunAmerica (Cusip: 866930AG5) to be priced using the 1.875% U.S. Treasury due Feb. 15, 2051 plus 170 bps for a hypothetical total consideration of $1,373.39.

The total considerations include an early tender payment of $30 per $1,000 principal amount. The early tender payment of $30 includes a $5 consent fee for the series that involve consents, as described below.

Interest will also be paid to the settlement date.

Consent solicitations

For all series of notes except for the 7.5% notes due 2025, the 6.625% notes due 2029 and the 8.5% junior subordinated debentures due 2030 originally issued by American General, AIG is also soliciting consents.

The background of the consent solicitations (and the tender offers) is that the notes were issued by legacy life and retirement companies prior to these companies being acquired by AIG in the late 1990s and early 2000s. As a result of these acquisitions, this debt was either assumed (in the case of the SunAmerica Notes) or guaranteed (in the case of the notes originally issued by American General Corp.) by AIG.

As AIG pursues a separation of its life and retirement business, the tender offers and consent solicitations are intended to retire some or all of this legacy debt and conform the covenants governing any such debt not tendered so they are in line with covenants governing other existing AIG-issued debt.

AIG needs holders representing a majority of the notes of each series to effect the proposed amendments.

A consent payment of $5 will be paid to noteholders who submit standalone consents without tendering their notes.

Otherwise, the $5 consent will be part of the $30 early tender payment. Tendering noteholders must also consent.

Details

The early tender deadline is 5 p.m. ET on May 24, also the consent expiration time.

Pricing for the offers will be set at 2 p.m. ET on May 24.

Settlement is expected for May 26 for the early offers.

The expiration time for the tender offers is 11:59 p.m. ET on June 8.

Credit Suisse Securities (USA) LLC (800 820-1653, 212 538-2147) and J.P. Morgan (866 834-4666, 212 834-4045) are the dealer managers and consent solicitation agents.

D.F. King, Inc. is the tender and information agent (800 334-0384, 212 269-5550, aig@dfking.com).

AIG is a New York-based insurance provider.

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