8-KAcquisitions & DispositionsExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Acquisition Completed (Mar 13, 2012)

Filed March 13, 2012For Securities:AIG

Summary

On March 7, 2012, American International Group, Inc. (AIG) announced the completion of a significant transaction involving its stake in AIA Group Limited (AIA). AIG sold 1.72 billion ordinary shares of AIA to institutional investors, generating approximately $6 billion in gross cash proceeds. This sale reduced AIG's ownership in AIA from roughly 33% to 19%. The fair value of AIG's remaining stake in AIA was valued at approximately $7.8 billion as of the transaction date. This divestiture is a key step in AIG's ongoing strategy to deleverage and reduce its exposure to certain assets. The proceeds are expected to be used to further pay down preferred interests held by the U.S. Department of the Treasury. Investors should note the lock-up period, restricting AIG from selling its remaining AIA shares until September 4, 2012, with customary exceptions. Pro forma financial information indicates a modest negative impact on net income per share for the year ended December 31, 2011, primarily due to unrealized appreciation and transaction costs.

Key Highlights

  • 1AIG sold 1.72 billion AIA Group Limited ordinary shares on March 7, 2012.
  • 2The sale generated gross cash proceeds of approximately $6 billion.
  • 3AIG's ownership in AIA decreased from approximately 33% to 19%.
  • 4The fair value of AIG's retained AIA shares was approximately $7.8 billion as of March 7, 2012.
  • 5AIG is restricted from selling remaining AIA shares until September 4, 2012 (subject to exceptions).
  • 6Proceeds are intended to reduce preferred interests held by the U.S. Department of the Treasury.
  • 7Pro forma analysis shows a potential decrease of $0.13 per share in net income for FY2011 due to the transaction.

Frequently Asked Questions

The primary purpose was to generate significant cash proceeds to pay down debt, specifically reducing the nonvoting, callable, junior preferred interests held by the Department of the Treasury, thereby strengthening AIG's balance sheet and deleveraging the company.

The sale generated $6 billion in cash, which was used to reduce outstanding preferred interests. Pro forma financial information suggests a decrease in net income attributable to AIG of approximately $228 million, or $0.13 per share, for the year ended December 31, 2011, due to factors like unrealized gains not being realized and transaction costs.

AIG is restricted from selling any of its remaining ordinary shares of AIA until September 4, 2012, subject to customary exceptions.

After the sale of 1.72 billion shares, AIG's retained interest in AIA Group Limited decreased to approximately 19%.