8-KMaterial AgreementsExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Material Agreement (Dec 1, 2009)

Filed December 1, 2009For Securities:AIG

Summary

This Form 8-K filing by American International Group, Inc. (AIG) on December 1, 2009, announces the closing of significant transactions related to its subsidiaries American International Assurance Company, Limited (AIA) and American Life Insurance Company (ALICO) with the Federal Reserve Bank of New York (FRBNY). These transactions effectively reduced AIG's outstanding debt to the FRBNY by $25 billion, a crucial development given AIG's financial situation at the time. The core of the filing details the formation of two limited liability companies, AIA LLC and ALICO LLC. AIG transferred the common stock of AIA and ALICO to these new entities, retaining common interests while the FRBNY received preferred interests. This structure allows AIG to continue controlling the operations of these valuable insurance businesses while deleveraging its balance sheet. The FRBNY's involvement, including preferred interests with specific liquidation preferences and return rates, signifies its continued financial backing and oversight.

Key Highlights

  • 1AIG successfully closed transactions transferring ownership of AIA and ALICO to newly formed LLCs (AIA LLC and ALICO LLC) as of December 1, 2009.
  • 2This move resulted in a $25 billion reduction in AIG's outstanding borrowings and maximum available credit under its Credit Agreement with the Federal Reserve Bank of New York (FRBNY).
  • 3Under the AIA LLC Agreement, AIG retains 100% of the voting power and board appointment rights, while the FRBNY holds preferred interests with a $16 billion liquidation preference and specific return rates.
  • 4Similarly, under the ALICO LLC Agreement, AIG retains 100% of the voting power and board appointment rights, with the FRBNY holding preferred interests with a $9 billion liquidation preference and specific return rates.
  • 5The FRBNY, through its preferred interests, has certain oversight and control rights, including appointing observers, veto rights over significant actions, and the right to require best efforts towards an IPO or sale.
  • 6AIG's residual interest in AIA LLC is 99% of remaining proceeds after liquidation preference and costs, and 95% in ALICO LLC.
  • 7Amendment No. 4 to the Credit Agreement with the FRBNY formalized these transactions and the debt reduction.

Frequently Asked Questions

The primary purpose was to reduce AIG's debt obligations to the Federal Reserve Bank of New York by $25 billion, by transferring ownership of the common stock of its subsidiaries AIA and ALICO into new limited liability companies where the FRBNY received preferred interests.

AIG retains 100% of the voting power and the right to appoint the entire board of managers for both AIA LLC and ALICO LLC. This means AIG continues to manage the day-to-day operations and strategic direction of these entities.

The FRBNY holds preferred interests in AIA LLC ($16 billion liquidation preference) and ALICO LLC ($9 billion liquidation preference). These preferred interests accrue a return and give the FRBNY certain oversight rights, including appointing observers, veto power over significant decisions, and the ability to push for an IPO or sale.

The $25 billion reduction in debt to the FRBNY is a significant step in deleveraging AIG's balance sheet. It reduces AIG's immediate financial burden and improves its financial flexibility, although the terms of the FRBNY's preferred interests mean ongoing costs and some level of external influence on these key subsidiaries.