8-KMaterial AgreementsExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Material Agreement (Mar 3, 2011)

Filed March 3, 2011For Securities:AIG

Summary

On March 1, 2011, American International Group (AIG) entered into a Coordination Agreement with MetLife, Inc. and ALICO Holdings LLC (ALICO SPV) to facilitate a series of integrated transactions for the disposition of remaining MetLife securities held by AIG from the earlier sale of American Life Insurance Company (ALICO). This agreement allows AIG to sell these MetLife securities earlier than originally planned and modifies certain terms of the prior ALICO sale agreements. The disposition includes the sale of MetLife common stock and common equity units through public offerings, as well as a repurchase by MetLife of preferred stock held by ALICO SPV. The aggregate proceeds expected from these transactions are approximately $9.616 billion. A significant portion of these proceeds, $3.0 billion, will be placed in escrow as substitute collateral for indemnity obligations, with the remainder used to repay preferred interests held by the U.S. Department of the Treasury.

Key Highlights

  • 1AIG is accelerating the sale of its remaining MetLife securities, originally received from the sale of ALICO, through public offerings and a repurchase by MetLife.
  • 2The aggregate proceeds from these combined transactions are expected to be approximately $9.616 billion.
  • 3$3.0 billion of the proceeds will be placed in escrow as substitute collateral for indemnity obligations to MetLife.
  • 4The net proceeds, after escrow, will be used to repay preferred interests of the U.S. Department of the Treasury in ALICO SPV and AIA SPV.
  • 5The U.S. Department of the Treasury's consent was obtained for these transactions, as they hold preferred interests in AIG's special purpose vehicles.
  • 6The sale terms were modified through a Coordination Agreement, waiving certain provisions of prior agreements to permit the accelerated sales.
  • 7The transactions, including the public offerings and MetLife's repurchase, are scheduled to close on March 8, 2011.

Frequently Asked Questions

The primary purpose of the Coordination Agreement is to allow AIG and ALICO SPV to sell remaining MetLife securities earlier than originally contemplated under the terms of the ALICO sale, and to facilitate a repurchase of preferred stock by MetLife.

AIG, through ALICO SPV, is expected to generate aggregate proceeds of approximately $9.616 billion before expenses from the sale of MetLife common stock, equity units, and the repurchase of interim preferred stock.

Approximately $3.0 billion will be placed in escrow as substitute collateral for indemnity obligations. The remaining net proceeds will be used to repay the liquidation preference of the U.S. Department of the Treasury's preferred interests in ALICO SPV and then partially repay its preferred interests in AIA SPV.

Yes, prior agreements limited AIG's ability to sell MetLife securities. The Coordination Agreement amends and waives certain provisions of the Investor Rights Agreement to permit these accelerated sales and modifies escrow arrangements.