AIG’s $1.1 Billion Offerings

March 28, 2019

Cleary Gottlieb represented the underwriters in SEC-registered shelf takedowns by American International Group (AIG).

The transactions consisted of 20 million depositary shares, each representing a 0.001 interest in a share of AIG’s Series A 5.85% noncumulative perpetual preferred stock, with an aggregate liquidation preference of $500 million, and $600 million in aggregate principal amount of 4.25% notes due 2029.

Cleary has represented the underwriters in numerous prior securities offerings by AIG, most recently a series of debt offerings that raised an aggregate of approximately $2.5 billion in connection with the financing of its acquisition of Validus Holdings Ltd., a leading provider of reinsurance, primary insurance, and asset management services.

The preferred-stock offering was led by BofA Merrill Lynch, Morgan Stanley, and Wells Fargo Securities, as joint bookrunning managers, and J.P. Morgan and RBC Capital Markets, as joint lead managers. In all, 20 underwriters participated in the preferred-stock offering, which priced on March 7, 2019, and closed on March 14, 2019.

The notes offering was led by Barclays, Citigroup, and US Bancorp, as joint bookrunning managers. In all, 13 underwriters participated in the notes offering, which priced on March 12, 2019, and closed on March 15, 2019.