8-KMaterial AgreementsExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Material Agreement (Dec 15, 2008)

Filed December 15, 2008For Securities:AIG

Summary

On December 12, 2008, American International Group (AIG) announced a significant transaction involving its U.S. life insurance subsidiaries and the Federal Reserve Bank of New York (NY Fed), acting through Maiden Lane II LLC (ML II). This deal involved the sale of approximately $39.3 billion face amount of residential mortgage-backed securities (RMBS) held by AIG's securities lending program to ML II for an initial purchase price of $19.8 billion. This transaction aimed to settle outstanding securities lending obligations, a critical step in stabilizing AIG's operations amidst the financial crisis. The structure of the deal includes a $19.5 billion loan from the NY Fed to ML II, secured by the RMBS. AIG's life insurance companies will receive deferred contingent payments, potentially up to $1 billion plus interest, and a share of any remaining net proceeds from the RMBS after the NY Fed's loan is repaid. This agreement also marks the termination of AIG's U.S. securities lending program, including its arrangements with the NY Fed.

Key Highlights

  • 1AIG's U.S. life insurance companies sold approximately $39.3 billion face amount of RMBS to Maiden Lane II LLC (a Federal Reserve Bank of New York entity).
  • 2The initial purchase price for the RMBS was $19.8 billion, with the remainder of the $39.3 billion face value being subject to contingent payments and future proceeds.
  • 3The Federal Reserve Bank of New York provided a $19.5 billion loan to Maiden Lane II LLC, secured by the purchased RMBS.
  • 4AIG's life insurance companies are eligible to receive up to $1 billion plus capitalized interest as a deferred contingent payment.
  • 5AIG's life insurance companies will also receive one-sixth of any net proceeds from the RMBS after the NY Fed's loan and the initial contingent payment are settled.
  • 6This transaction effectively terminates AIG's U.S. securities lending program, including arrangements with the NY Fed.
  • 7The proceeds from the sale, along with AIG capital contributions, were used to settle approximately $20.5 billion in outstanding securities lending transactions.

Frequently Asked Questions

The primary purpose was to resolve AIG's obligations related to its U.S. securities lending program, which involved significant holdings of residential mortgage-backed securities (RMBS) and had accrued substantial liabilities. This sale and loan structure helped AIG settle these obligations and deleverage its balance sheet.

AIG's life insurance companies received an initial purchase price of $19.8 billion for the RMBS.

The NY Fed, through its entity Maiden Lane II LLC, purchased the RMBS. Additionally, the NY Fed provided a $19.5 billion loan to Maiden Lane II LLC, secured by the RMBS, and will control the sale of these securities as long as it has an interest in the loan.

Yes, AIG's life insurance companies are entitled to potential deferred contingent payments. This includes a fixed portion of up to $1 billion plus capitalized interest, and subsequently, one-sixth of any net proceeds from the RMBS after the NY Fed's loan and the fixed contingent payment are satisfied.