8-KOther EventsExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Corporate Update (Dec 18, 2007)

Filed December 18, 2007For Securities:AIG

Summary

On December 18, 2007, American International Group, Inc. (AIG) announced the successful closing of a significant debt issuance, raising $1.1 billion through the sale of its 7.70% Series A-5 Junior Subordinated Debentures. This transaction was executed via an underwriting agreement with a syndicate of prominent financial institutions, including Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, UBS Securities LLC, and Wachovia Capital Markets, LLC. The filing also includes key supporting documents, such as the Fifth Supplemental Indenture with The Bank of New York as Trustee, legal opinions from Sullivan & Cromwell LLP regarding the validity and tax implications of the debentures, and a Replacement Capital Covenant. These documents provide a comprehensive overview of the terms, conditions, and regulatory compliance surrounding this new debt offering.

Key Highlights

  • 1AIG closed the sale of $1.1 billion in 7.70% Series A-5 Junior Subordinated Debentures.
  • 2The debt issuance was underwritten by a syndicate of major financial institutions.
  • 3The filing includes the Underwriting Agreement, dated December 11, 2007.
  • 4A Fifth Supplemental Indenture was executed with The Bank of New York as Trustee on December 18, 2007.
  • 5Legal opinions from Sullivan & Cromwell LLP confirm the validity and tax treatment of the debentures.
  • 6A Replacement Capital Covenant was also executed as part of this debt issuance.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the closing of American International Group, Inc.'s (AIG) $1.1 billion debt offering of 7.70% Series A-5 Junior Subordinated Debentures and to provide the related material documentation as exhibits.

Junior subordinated debentures are a type of debt security that ranks below other senior debt in the event of bankruptcy or liquidation. They typically offer a higher interest rate to compensate investors for the increased risk.

A Replacement Capital Covenant is an agreement that restricts a company from taking certain actions that would negatively impact its ability to raise replacement capital, often in exchange for issuing debt with favorable terms or to maintain a certain credit rating. Specific details would be found in Exhibit 99.1.

The key parties involved include AIG as the issuer, a syndicate of underwriters represented by Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, UBS Securities LLC, and Wachovia Capital Markets, LLC, and The Bank of New York as the Trustee for the debentures.