AIG’s $1.14 Billion Note Tender Offer

November 19, 2021

Cleary Gottlieb is representing the dealer managers, led by Barclays Capital Inc., BNP Paribas Securities Corp., and Wells Fargo Securities, LLC, in cash tender offers by American International Group, Inc. (AIG) for 15 series of outstanding senior unsecured notes issued by AIG and its subsidiaries.

The aggregate total consideration offered is $1.14 billion. The tender offers launched on November 8, 2021, and settled on November 19, 2021, with a guaranteed delivery settlement date of November 23, 2021.

The tender offers include a waterfall feature assigning an acceptance priority level to each series of outstanding notes. Acceptance of each series is subject to a maximum purchase amount condition with a “leapfrog” condition allowing the bidder to pass over a particular series of notes if it fails the financing condition in favor of a series with a lower acceptance priority level that would satisfy the condition.

American International Group, Inc. is a leading global insurance organization serving customers in approximately 80 countries and jurisdictions. AIG companies serve commercial and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services in the United States.