8-KMaterial AgreementsSecurities & ListingShareholder Matters+2

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Material Agreement (Apr 20, 2009)

Filed April 20, 2009For Securities:AIG

Summary

This 8-K filing from April 20, 2009, details a significant transaction between American International Group (AIG) and the U.S. Department of the Treasury. AIG exchanged 4,000,000 shares of its Series D Preferred Stock for 400,000 shares of Series E Preferred Stock with the Treasury. This exchange involved specific terms that impact AIG's capital structure and operational flexibility, including restrictions on stock repurchases and requirements to maintain expense, lobbying, and executive compensation limits. The Series E Preferred Stock carries a 10% dividend rate, payable only when declared by AIG's board, and ranks senior to common stock. The filing also outlines proposals to be submitted to shareholders to amend AIG's charter, potentially allowing Series E and future Treasury-issued preferred stock to rank senior to other preferred stock. Furthermore, AIG entered into a Replacement Capital Covenant limiting its ability to redeem or purchase the Series E Preferred Stock before April 17, 2012, without using proceeds from specific replacement capital issuances.

Key Highlights

  • 1AIG exchanged Series D Preferred Stock for Series E Preferred Stock with the U.S. Treasury on April 17, 2009.
  • 2The Series E Preferred Stock has a 10% dividend rate, payable only if declared by the board (non-cumulative).
  • 3AIG is restricted from repurchasing capital stock and must maintain policies limiting corporate expenses, lobbying, and executive compensation.
  • 4Shareholders will vote on amendments to authorize preferred stock issuance in series and to make Series E and other Treasury-issued preferred stock senior to other preferred stock.
  • 5The Treasury has rights related to exchanging warrants and the Series E Preferred Stock for other preferred stock series.
  • 6A Replacement Capital Covenant restricts AIG from redeeming or purchasing the Series E Preferred Stock before April 17, 2012, except with specified replacement capital proceeds.
  • 7The issuance of Series E Preferred Stock was exempt from registration under the Securities Act of 1933 (Section 4(2)).

Frequently Asked Questions

The primary purpose was for AIG to exchange its Series D Preferred Stock for Series E Preferred Stock with the U.S. Treasury. This transaction reshaped AIG's preferred stock structure and included specific covenants and potential future issuances.

The Series E Preferred Stock has a liquidation preference per share, pays a 10% dividend rate annually if declared by the board (non-cumulative), and ranks senior to common stock. Under proposed charter amendments, it could also rank senior to other preferred stock series issued to non-Treasury entities.

AIG faces restrictions on repurchasing its capital stock. It is also required to maintain policies that limit corporate expenses, lobbying activities, and executive compensation. Additionally, a Replacement Capital Covenant restricts AIG's ability to redeem or purchase the Series E Preferred Stock before April 17, 2012, without specific replacement capital.

Yes, AIG is required to submit proposals to its shareholders for approval at the 2009 Annual Meeting. These proposals include authorizing the board to issue preferred stock in series and to allow the Series E Preferred Stock (and other Treasury-issued preferred stock) to rank senior to other preferred stock series.