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.