8-KMaterial AgreementsOther EventsExhibits & Filings

AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Material Agreement (Jun 4, 2015)

Filed June 4, 2015For Securities:AIG

Summary

This Form 8-K filing from American International Group, Inc. (AIG) on June 4, 2015, details significant transactions related to AIG's holdings in AerCap Holdings N.V. AIG has entered into a Share Repurchase Agreement to sell a substantial portion of its AerCap shares to AerCap for a total consideration of $750 million. This consideration is comprised of $250 million in cash and $500 million in junior subordinated notes issued by AerCap Global Aviation Trust. Concurrently, AIG is also engaged in an underwritten public offering to sell an additional 71,184,686 AerCap shares for approximately $3.4 billion. These transactions represent a material reduction in AIG's stake in AerCap. Upon completion, AIG anticipates holding approximately 5.4% of AerCap's outstanding shares if the underwriters do not exercise their option for additional shares, and would hold no shares if the option is exercised in full. The company expects to recognize a net loss related to these sales, estimated between $380 million and $425 million, depending on the exercise of the underwriters' option.

Key Highlights

  • 1AIG is selling a significant portion of its AerCap shares through a combination of a repurchase agreement and a public offering.
  • 2The Share Repurchase Agreement involves AerCap buying back 15,698,588 AIG shares for $750 million, paid via $250 million cash and $500 million in junior subordinated notes.
  • 3AIG is concurrently selling approximately $3.4 billion of AerCap shares in an underwritten public offering.
  • 4The transactions will substantially reduce AIG's ownership in AerCap, potentially to zero if underwriters fully exercise their option.
  • 5AIG expects to record a net loss of approximately $380 million to $425 million from these transactions.
  • 6AIG and AerCap have amended certain provisions of their existing shareholder and registration rights agreements to facilitate these transactions.
  • 7The closing of the Share Repurchase is contingent on the closing of the Public Offering, though the Public Offering's closing is not contingent on the Share Repurchase.

Frequently Asked Questions

This filing announces AIG's entry into material definitive agreements concerning the sale of its shares in AerCap Holdings N.V. It details a share repurchase by AerCap and a public offering of AerCap shares by AIG, marking a significant divestiture of AIG's stake in the company.

Under the Share Repurchase Agreement, AIG will receive $750 million in total consideration. This consists of $250 million in cash and $500 million in aggregate principal amount of 6.50% fixed-to-floating rate junior subordinated notes due 2045 issued by AerCap Global Aviation Trust.

AIG anticipates recognizing a net loss of approximately $380 million if the underwriters' option for additional shares is not exercised, or approximately $425 million if the option is exercised in full. This loss is calculated net of earnings attributable to the sold shares for the period from April 1, 2015, through June 3, 2015.

Following the completion of both the Share Repurchase and the Public Offering, AIG expects to hold approximately 5.4% of AerCap's outstanding ordinary shares if the underwriters do not exercise their option to purchase additional shares. If the underwriters exercise their option in full, AIG would no longer own any AerCap ordinary shares.