Corebridge’s $750 Million Hybrid Offering

Cleary Gottlieb is representing the underwriters in Corebridge Financial Inc.’s (Corebridge) offering of $750 million principal amount of 6.375% fixed-to-fixed reset rate junior subordinated notes due 2054.

Corebridge is the former life and retirement subsidiary of American International Group Inc. (AIG).

The offering was led by BNP Paribas Securities Corp., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, and Wells Fargo Securities LLC, as joint bookrunning managers and representatives of the underwriters. In all, 15 underwriters participated in the notes offering, which priced on September 5, 2024. The notes offering is expected to close on September 12, 2024, subject to customary closing conditions.

Cleary has represented the underwriters in numerous prior securities offerings by Corebridge, including Corebridge’s IPO in 2022. Most recently, Cleary represented the underwriters in the $876 million secondary public offering by AIG of shares of Corebridge common stock in May 2024; the underwriters in Corebridge’s senior notes offering that raised $750 million in December 2023; and the underwriters in the $718 million secondary public offering by AIG of shares of Corebridge common stock in December 2023, $1 billion in November 2023, and $1.1 billion in June 2023.

The notes were structured as hybrid securities to receive equity credit from the rating agencies. As a result, the notes include features of traditional debt (such as a fixed maturity date and regular interest payments) and traditional equity (such as the right to defer current payments without causing an event of default), as well as a redemption right at par in the event Corebridge becomes subject to certain capital adequacy requirements resulting in the principal amount of the notes not qualifying as capital. Corebridge is also permitted to redeem the notes after the occurrence of a “tax event” or a “rating agency event.”