8-KMaterial AgreementsOther EventsExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Material Agreement (Dec 10, 2012)

Filed December 10, 2012For Securities:AIG

Summary

On December 10, 2012, AMERICAN INTERNATIONAL GROUP, INC. (AIG) announced a significant divestiture through an 8-K filing, detailing the sale of 80.1% of its subsidiary, International Lease Finance Corporation (ILFC), to Jumbo Acquisition Limited, an entity representing an investor group led by Mr. Weng Xianding. The transaction is valued at approximately $4.23 billion in cash, with an option for the purchaser to acquire an additional 9.9% stake for $522.5 million. This sale marks a major step in AIG's strategy to streamline its operations and focus on its core insurance businesses. AIG will retain a minority stake in ILFC, with provisions for board representation and future liquidity options, indicating a continued strategic interest. The closing of this transaction is contingent upon various regulatory approvals, including those from CFIUS and Chinese authorities, and is expected to be completed by May 15, 2013, with a potential extension. The agreement includes detailed provisions regarding deposits, termination clauses, and the liability of both the seller and the purchaser, aiming to provide clarity and security for both parties. This divestiture is a key event for AIG as it continues its post-financial crisis restructuring and deleveraging efforts.

Key Highlights

  • 1AIG is selling 80.1% of its aircraft leasing subsidiary, ILFC, for approximately $4.23 billion in cash.
  • 2An option exists for the buyer to purchase an additional 9.9% of ILFC for $522.5 million.
  • 3The buyer is Jumbo Acquisition Limited, representing an investor group led by Mr. Weng Xianding.
  • 4AIG will retain a minority stake in ILFC (19.9% or 10.0% if the option is exercised).
  • 5The transaction is subject to customary closing conditions, including regulatory approvals from CFIUS and Chinese authorities.
  • 6The closing is targeted for May 15, 2013, with a potential extension to June 17, 2013.
  • 7AIG and the buyer have entered into a Share Purchase Agreement and will enter into a Stockholders' Agreement governing their future relationship with ILFC.

Frequently Asked Questions

This 8-K filing announces the entry into a material definitive agreement for the sale of AIG's subsidiary, International Lease Finance Corporation (ILFC). It provides key details about the transaction, including the buyer, sale price, ownership structure, and conditions for closing.

AIG is selling 80.1% of ILFC for approximately $4.23 billion in cash. The purchaser has the option to buy an additional 9.9%, which would bring the total potential value to approximately $4.75 billion ($4.23 billion + $522.5 million).

The transaction is subject to satisfaction or waiver of customary closing conditions, including approvals from various regulatory bodies such as the Committee on Foreign Investment in the United States (CFIUS) and authorities in the People's Republic of China, as well as other anti-trust and regulatory agencies.

Yes, AIG will retain a minority ownership interest in ILFC (19.9% or 10.0% if the option is exercised). A Stockholders' Agreement will also be entered into, which outlines AIG's rights regarding board representation and future liquidity options like an IPO.