8-KMaterial AgreementsExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Material Agreement (Jun 25, 2009)

Filed June 25, 2009For Securities:AIG

Summary

This Form 8-K filing from AMERICAN INTERNATIONAL GROUP, INC. (AIG) on June 25, 2009, details definitive agreements with the Federal Reserve Bank of New York (FRBNY) to restructure existing financial support. AIG will transfer preferred equity interests in newly-formed limited liability companies (LLCs) holding its operating subsidiaries, American International Assurance Company, Limited (AIA) and American Life Insurance Company (ALICO), to the FRBNY. In exchange for these preferred interests, AIG will receive a $25 billion reduction in the outstanding balance and borrowing capacity under its existing credit facility with the FRBNY. Specifically, $16 billion is allocated to AIA and $9 billion to ALICO. While AIG retains full voting control and the right to appoint the board of directors for both AIA LLC and ALICO LLC, the FRBNY gains significant veto rights over major decisions and the potential to compel IPOs or sales of these entities. These preferred interests carry a liquidation preference and accrue interest at 5% annually until September 2013, then 9% annually.

Key Highlights

  • 1AIG enters definitive agreements with the Federal Reserve Bank of New York (FRBNY) to reduce its outstanding debt and borrowing capacity by $25 billion.
  • 2Transactions involve transferring preferred equity interests in newly-formed LLCs holding AIA and ALICO to the FRBNY.
  • 3A $16 billion debt reduction is tied to the AIA (American International Assurance) transaction.
  • 4A $9 billion debt reduction is tied to the ALICO (American Life Insurance) transaction.
  • 5AIG retains 100% of the common interests, including voting power and board appointment rights, for both AIA LLC and ALICO LLC.
  • 6FRBNY receives preferred interests with veto rights over significant actions and the ability to compel IPOs or sales of AIA LLC and ALICO LLC.
  • 7The preferred interests have a liquidation preference and accrue interest at 5% per annum until September 22, 2013, and 9% per annum thereafter.

Frequently Asked Questions

The primary purpose is to reduce AIG's outstanding debt and borrowing capacity with the Federal Reserve Bank of New York by $25 billion by transferring preferred equity interests in newly-formed companies holding its key subsidiaries, AIA and ALICO, to the FRBNY.

AIG transfers preferred equity interests in AIA LLC and ALICO LLC to the FRBNY. AIG retains 100% of the common interests in these LLCs, which includes full voting power and the right to appoint the entire board of directors, effectively maintaining operational control.

The FRBNY gains veto rights over certain significant actions by AIA LLC and ALICO LLC, and the right to compel certain actions, such as an initial public offering or a sale of the companies, subject to specific restrictions. The preferred interests also have a liquidation preference and accrue interest.

This reduction directly lowers AIG's debt obligations and frees up borrowing capacity under the FRBNY credit facility. It represents a significant step in deleveraging AIG's balance sheet as part of its restructuring efforts in conjunction with the Federal Reserve.