Form 8-K - Current report

FALSE000000527200000052722024-12-132024-12-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 13, 2024

 

AMERICAN INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

1-8787

13-2592361

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 1271 Avenue of the Americas
New York, New York 10020

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: [phone]

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, Par Value $2.50 Per Share			AIG			New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Section 8 – Other Events

Item 8.01. Other Events.

Pricing for Cash Tender Offer

On December 12, 2024, American International Group, Inc. (“AIG”) issued a press release announcing the pricing terms of the previously announced cash tender offers (the “Offers”) to purchase certain of its outstanding notes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Results and Upsizing of Cash Tender Offer

On December 13, 2024, AIG issued a press release announcing the results as of the expiration date and upsizing of the Offers. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

The information contained in this Current Report on Form 8-K does not constitute an offer to purchase the notes. The terms of the Offers are described in the Offer to Purchase, dated December 6, 2024, as amended by AIG’s press release dated December 13, 2024, announcing the results and upsizing of the Offers.

 

Section 9 - Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

			(d)						Exhibits.
			99.1						Press release of American International Group, Inc., dated December 12, 2024.
			99.2						Press release of American International Group, Inc., dated December 13, 2024.
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.						Description
99.1						Press release of American International Group, Inc., dated December 12, 2024.
99.2						Press release of American International Group, Inc., dated December 13, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			AMERICAN INTERNATIONAL GROUP, INC. (Registrant)
Date: December 13, 2024			By:			/s/ Christina Banthin
						Name:			Christina Banthin
						Title:			Senior Vice President and Corporate Secretary

Press Release			Contacts:
www.aig.com			Quentin McMillan (Investors): [e-mail]
			Claire Talcott (Media): [e-mail]

AIG Announces Reference Yields and Total Consideration for its Tender Offers for Certain Outstanding Notes

NEW YORK – December 12, 2024 – American International Group, Inc. (NYSE: AIG) today announced the pricing terms for each series of the Notes included in its previously announced tender offers (the “Offers”) to purchase outstanding notes of the series listed in the table below (collectively, the “Notes”) for cash up to a maximum $750 million aggregate amount of Total Consideration (as defined below), excluding the Accrued Coupon Payment (as defined below). The Offers are being made pursuant to AIG’s Offer to Purchase, dated December 6, 2024 (the “Offer to Purchase”), which sets forth a more comprehensive description of the terms and conditions of each Offer, and the accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

Set forth below are the applicable Reference Yields and Total Consideration for each series of Notes, as calculated at 10:00 a.m. today, December 12, 2024, in accordance with the Offer to Purchase.

Acceptance Priority Level(1)

Title of Security

CUSIP/ISIN

First Par Call Date(2)

Maturity Date

Principal Amount Outstanding (millions)

Reference Security(3)

Reference Security Yield

Fixed Spread (basis points)(3)

Bloomberg Reference Page

Total Consideration (2)(3)

1

8.175% Series A-6 Junior Subordinated Debentures Due 2058(4)

026874BS5 / US026874BS54

May 15, 2038

May 15, 2058

$162.2

4.250% UST due 11/15/2034

4.304%

195 bps

PX1

$1,172.61

2

6.820% Notes Due 2037

026874CW5 / US026874CW57

N/A

November 15, 2037

$143.4

4.250% UST due 11/15/2034

4.304%

95 bps

PX1

$1,145.44

3

6.250% Notes Due 2036

026874AZ0 / US026874AZ07

N/A

May 1, 2036

$584.3

4.250% UST due 11/15/2034

4.304%

80 bps

PX1

$1,097.90

4

6.250% Series A-1 Junior Subordinated Debentures Due 2037

026874BE6 / US026874BE68

N/A

March 15, 2037

$37.7

4.250% UST due 11/15/2034

4.304%

185 bps

PX1

$1,008.06

5

5.750% Series A-9 Junior Subordinated Debentures Due 2048(4)

026874DM6 / US026874DM66

April 1, 2028

April 1, 2048

$750.0

4.125% UST due 11/30/2029

4.156%

130 bps

PX1

$1,008.66

6

4.800% Notes Due 2045

026874DF1 / US026874DF16

January 10, 2045

July 10, 2045

$750.0

4.625% UST due 11/15/2044

4.599%

80 bps

PX1

$926.11

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7

4.750% Notes Due 2048

026874DL8 / US026874DL83

October 1, 2047

April 1, 2048

$1,000.0

4.250% UST due 8/15/2054

4.538%

85 bps

PX1

$915.84

8

4.700% Notes Due 2035

026874DE4 / US026874DE41

January 10, 2035

July 10, 2035

$222.7

4.250% UST due 11/15/2034

4.304%

85 bps

PX1

$963.33

9

4.500% Notes Due 2044

026874DA2 / US026874DA29

January 16, 2044

July 16, 2044

$746.6

4.625% UST due 11/15/2044

4.599%

80 bps

PX1

$892.11

10

4.375% Notes Due 2055

026874DB0 / US026874DB02

July 15, 2054

January 15, 2055

$246.4

4.250% UST due 8/15/2054

4.538%

120 bps

PX1

$805.74

11

4.250% Notes Due 2029

026874DN4 / US026874DN40

December 15, 2028

March 15, 2029

$191.8

4.125% UST due 11/30/2029

4.156%

60 bps

PX1

$980.68

12

4.200% Notes Due 2028

026874DK0 / US026874DK01

January 1, 2028

April 1, 2028

$341.0

4.125% UST due 11/30/2029

4.156%

45 bps

PX1

$987.67

(1)    Subject to the satisfaction or waiver of the conditions of the Offers described in the Offer to Purchase, if the Maximum Purchase Condition is not satisfied with respect to every series of Notes, AIG will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in the table above (with 1 being the highest Acceptance Priority Level and 12 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.

(2)    For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable Total Consideration was performed to either the maturity date or such par call date, in accordance with standard market convention. See Annex A to the Offer to Purchase for an overview of the calculation of the Total Consideration (including the par call detail) with respect to the Notes.

(3)    The Total Consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each $1,000 principal amount of such series of Notes validly tendered for purchase, has been calculated based on the fixed spread specified in the table above for such series of Notes, plus the yield of the specified Reference Security for that series as quoted on the Bloomberg reference page specified in the table above as of 10:00 a.m. (Eastern time). The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.

(4)    For the avoidance of doubt, for purposes of calculating the applicable Total Consideration, it has been assumed that payments on the 8.175% Series A-6 Junior Subordinated Debentures Due 2058 and the 5.750% Series A-9 Junior Subordinated Debentures Due 2048 are made through the applicable par call date regardless of the Offer Yield, in accordance with standard market practice.

Each Offer will expire at 5:00 p.m. (Eastern time) on December 12, 2024, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Expiration Date”). Notes may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on the Expiration Date but not thereafter, unless extended by AIG.

For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date and is expected to be 5:00 p.m. (Eastern time) on December 16, 2024 (the “Guaranteed Delivery Date”).

The “Initial Settlement Date” will be the second business day after the Expiration Date and is expected to be December 16, 2024. The “Guaranteed Delivery Settlement Date” will be the second business day after the Guaranteed Delivery Date and is expected to be December 18, 2024.

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Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes are accepted for purchase in the Offers will receive the applicable Total Consideration for each $1,000 principal amount of such Notes in cash on the Initial Settlement Date or Guaranteed Delivery Settlement Date, as applicable.

In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Initial Settlement Date (the “Accrued Coupon Payment”). Interest will cease to accrue on the Initial Settlement Date for all Notes accepted in the Offers and Holders whose Notes are tendered pursuant to the Guaranteed Delivery Procedures and are accepted for purchase will not receive payment in respect of any interest for the period from and including the Initial Settlement Date.

AIG has retained BofA Securities, Inc. and Citigroup Global Markets Inc. as the Lead Dealer Managers. Global Bondholder Services Corporation is the Information Agent and Tender Agent. For additional information regarding the terms of the tender offer, please contact: BofA Securities, Inc. at [phone] (toll-free) or [phone] or Citigroup Global Markets Inc. at [phone] (toll-free) or [phone] (collect). Requests for documents and questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation by telephone at [phone] (for banks and brokers only) and 855-654-2014 (for all others toll-free), by email at [e-mail] or to the Lead Dealer Managers at their respective telephone numbers. Copies of the Offer to Purchase and the Notice of Guaranteed Delivery are available at https://www.gbsc-usa.com/AIG/.

The Offers are subject to the satisfaction of certain conditions. AIG may terminate or alter any or all of the Offers and is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each event subject to applicable laws. The Offers are not conditioned on the tender of a minimum principal amount of Notes.

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Beneficial owners of Notes are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in, or withdraw their instruction to participate in, an Offer before the deadlines specified in this press release. The deadlines set by any such intermediary and the Depository Trust Company for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified in this press release.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Offers are made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to the Offer to Purchase.

None of AIG, the dealer managers or the tender and information agent makes any recommendations as to whether Holders should tender their Notes pursuant to the Offers.

Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.

# # #

Certain statements in this press release, including those describing the completion of the Offers, 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.

# # #

About AIG

American International Group, Inc. (NYSE: AIG) is a leading global insurance organization. AIG provides insurance solutions that help businesses and individuals in approximately 190 countries and jurisdictions protect their assets and manage risks through AIG operations and network partners. For additional information, visit www.aig.com. This website with additional information about AIG has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.

AIG is the marketing name for the worldwide operations of American International Group, Inc. 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 countries and jurisdictions, and coverage is subject to underwriting requirements and 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.

                        

Press Release			Contacts:
www.aig.com			Quentin McMillan (Investors): [e-mail]
			Claire Talcott (Media): [e-mail]

AIG Announces Early Results and Upsizing of Its Tender Offer for Debt Securities

NEW YORK – December 13, 2024 – American International Group, Inc. (NYSE: AIG) today announced the results of its previously announced 12 separate offers (the “Offers”) to purchase for cash the notes of the series listed in the table below (collectively, the “Notes”) and that it has amended the Offers by increasing the applicable Maximum Purchase Consideration from $750 million to $1.16 billion. The Offers were made pursuant to AIG’s Offer to Purchase, dated December 6, 2024 (the “Offer to Purchase”), which sets forth a more comprehensive description of the terms and conditions of each Offer, and the accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

The Offers expired at 5:00 p.m. (Eastern time) on December 12, 2024 (the “Expiration Date”). The Initial Settlement Date will be December 16, 2024 and the Guaranteed Delivery Settlement Date will be December 18, 2024.

According to information provided by Global Bondholder Services Corporation, the Information Agent and Tender Agent in connection with the Offers, $2,019,902,000.00 combined aggregate principal amount of the Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn. In addition, $19,333,000.00 combined aggregate principal amount of Notes were tendered pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) and remain subject to the Holders’ performance of the delivery requirements under such procedures. The table below provides certain information about the Offers, including the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn prior to the Expiration Date and the aggregate principal amount of Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date pursuant to the Tender Offer Documents.

Acceptance Priority Level(1)			Title of Security			CUSIP/ISIN			Principal Amount Outstanding (millions)			Total Consideration(1)			Principal Amount Tendered(2)			Principal Amount Accepted(2)			Principal Amount Reflected in Notices of Guaranteed Delivery
1			8.175% Series A-6 Junior Subordinated Debentures Due 2058			026874BS5 / US026874BS54			$162.2			$1,172.61			$15,247,000			$15,247,000			$395,000
2			6.820% Notes Due 2037			026874CW5 / US026874CW57			$143.4			$1,145.44			$64,925,000			$64,925,000			—
3			6.250% Notes Due 2036			026874AZ0 / US026874AZ07			$584.3			$1,097.90			$299,076,000			$299,076,000			$518,000

1

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4			6.250% Series A-1 Junior Subordinated Debentures Due 2037			026874BE6 / US026874BE68			$37.7			$1,008.06			$16,765,000			$16,765,000			—
5			5.750% Series A-9 Junior Subordinated Debentures Due 2048			026874DM6 / US026874DM66			$750.0			$1,008.66			$308,588,000			$308,588,000			$5,305,000
6			4.800% Notes Due 2045			026874DF1 / US026874DF16			$750.0			$926.11			$313,180,000			$313,180,000			$4,376,000
7			4.750% Notes Due 2048			026874DL8 / US026874DL83			$1,000.0			$915.84			$578,924,000			—			$7,072,000
8			4.700% Notes Due 2035			026874DE4 / US026874DE41			$222.7			$963.33			$58,680,000			$58,680,000			$490,000
9			4.500% Notes Due 2044			026874DA2 / US026874DA29			$746.6			$892.11			$204,513,000			—			$1,167,000
10			4.375% Notes Due 2055			026874DB0 / US026874DB02			$246.4			$805.74			$57,733,000			$57,733,000			—
11			4.250% Notes Due 2029			026874DN4 / US026874DN40			$191.8			$980.68			$35,028,000			—			—
12			4.200% Notes Due 2028			026874DK0 / US026874DK01			$341.0			$987.67			$67,243,000			—			$10,000

________

(1)     The Total Consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each $1,000 principal amount of such series of Notes validly tendered for purchase.

(2)    The amounts exclude the principal amounts of Notes for which Holders have complied with certain procedures applicable to guaranteed delivery pursuant to the Guaranteed Delivery Procedures. Such amounts remain subject to the Guaranteed Delivery Procedures. Notes tendered pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to 5:00 p.m., New York City time, on December 16, 2024.

Overall, $1,134,194,000.00 combined aggregate principal amount of Notes have been accepted for purchase (excluding Notes delivered pursuant to the Guaranteed Delivery Procedures). The Maximum Purchase Condition (after giving effect to the increase described above) has been satisfied with respect to the Offers in respect of the series of Notes with Acceptance Priority Levels of 1-6, 8 and 10. Accordingly, all Notes of those series that have been validly tendered and not validly withdrawn at or prior to the Expiration Date have been accepted for purchase. AIG has not accepted any Notes with Acceptance Priority Levels 7, 9 and 11-12 (as indicated in the table above) and will promptly return all validly tendered Notes of such series to the respective tendering Holders.

Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Holders whose Notes have been accepted for purchase in the Offers will receive the applicable Total Consideration for each $1,000 principal amount of such Notes in cash on the Initial Settlement Date or Guaranteed Delivery Settlement Date. In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase will be paid the Accrued Coupon Payment. Interest will cease to accrue on the Initial Settlement Date for all Notes accepted in the Offers, including those tendered through the Guaranteed Delivery Procedures.

2

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AIG has retained BofA Securities, Inc. and Citigroup Global Markets Inc. as the Lead Dealer Managers. Global Bondholder Services Corporation is the Information Agent and Tender Agent. For additional information regarding the terms of the tender offer, please contact: BofA Securities, Inc. at [phone] (toll-free) or [phone] or Citigroup Global Markets Inc. at [phone] (toll-free) or [phone] (collect). Requests for documents and questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation by telephone at [phone] (for banks and brokers only) and 855-654-2014 (for all others toll-free), by email at [e-mail] or to the Lead Dealer Managers at their respective telephone numbers. Copies of the Offer to Purchase and the Notice of Guaranteed Delivery are available at https://www.gbsc-usa.com/AIG/.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Offers were made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to the Offer to Purchase.

# # #

Certain statements in this press release, including those describing the completion of the Offers, 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.

# # #

About AIG

American International Group, Inc. (NYSE: AIG) is a leading global insurance organization. AIG provides insurance solutions that help businesses and individuals in approximately 190 countries and jurisdictions protect their assets and manage risks through AIG operations and network partners. For additional information, visit www.aig.com. This website with additional information about AIG has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.

AIG is the marketing name for the worldwide operations of American International Group, Inc. 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 countries and jurisdictions, and coverage is subject to underwriting requirements and 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.

3

Cover Page	Dec. 13, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 13, 2024
Entity Registrant Name	AMERICAN INTERNATIONAL GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8787
Entity Tax Identification Number	13-2592361
Entity Address, Address Line One	1271 Avenue of the Americas
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10020
City Area Code	(212)
Local Phone Number	770-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $2.50 Per Share
Trading Symbol	AIG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000005272

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