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8-K - FORM 8-K - AMERICAN INTERNATIONAL GROUP, INC. | y88937e8vk.htm |
EX-10.1 - EX-10.1 - AMERICAN INTERNATIONAL GROUP, INC. | y88937exv10w1.htm |
Exhibit 99.1
Contact: | Mark Herr News Media (O): 212-770-3505 (C): 718-685-9348 Joe Reali Investment Community (O) 212-770-7074 |
AIG BOARD OF DIRECTORS APPROVES ISSUANCE OF WARRANTS
VIA DIVIDEND IN CONNECTION WITH RECAPITALIZATION PLAN
VIA DIVIDEND IN CONNECTION WITH RECAPITALIZATION PLAN
NEW YORK, January 6, 2011 American International Group, Inc. (NYSE: AIG)
announced today that its Board of Directors has conditionally declared a
dividend of approximately 75 million warrants to purchase shares of AIG
common stock at $45 per share (the Warrants) to be distributed on January
19, 2011, to AIGs common shareholders of record as of January 13, 2011.
The Warrants are being issued as part of a series of integrated
transactions to recapitalize AIG initially announced on September 30, 2010.
The U.S. Department of the Treasury will not receive Warrants in this
distribution.
This marks continued progress for AIG towards completing the
recapitalization and furthering our work to repay the U.S. taxpayer, said
Robert H. Benmosche, AIG President and Chief Executive Officer. We are
working diligently to complete this plan in the coming weeks.
Condition to Issuance. The issuance of the Warrants as a dividend is
subject to the condition that the parties to the recapitalization (i.e.,
AIG, the U.S. Department of the Treasury, the Federal Reserve Bank of New
York, and the AIG Credit Facility Trust) each determines as of the close of
business on January 12, 2011, that it expects (assuming there is no material
change in the relevant facts, circumstances, and conditions on or before
January 14, 2011) that the recapitalization will close on January 14, 2011.
AIG will issue a press release on January 12, 2011, announcing whether or
not this condition has been satisfied. If this condition is not satisfied,
AIG will not issue the Warrants, and holders of AIG common stock will have
no right to receive the Warrants. There can be no assurance that this
condition will be satisfied.
Terms of the Warrants. If the above condition is satisfied, AIG common
shareholders will be issued 0.533933 Warrants for every share of AIG common
stock owned on the record date. Each Warrant will entitle the holder to
purchase one share of AIGs common stock at an exercise price of $45 per
share, subject to anti-dilution adjustment for certain events. The Warrants
will be exercisable through January 19, 2021, which is ten years from the
date of issuance.
Trading on the NYSE. AIG has applied to have the Warrants listed on
the New York Stock Exchange under the ticker symbol AIG WS and anticipates
that the Warrants will begin trading on the NYSE on a when issued basis on
or around January 13, 2011. AIG has been
advised by the NYSE that the ex-dividend date for the AIG common stock
will be delayed through the use of due bills, such that AIG common stock
will begin trading in a regular way, ex-dividend, on January 20, 2011, the
date following the anticipated issuance of the Warrants. Due bills are essentially an
assignment from a seller of common stock to a buyer of the right to receive
the dividend if the condition to the dividend is satisfied. If the
condition is not satisfied, the due bills will be immediately cancelled and
no Warrants will be issued.
Tax Treatment and Withholding. The issuance of the Warrants may be
treated as a taxable distribution for U.S. federal income tax purposes. AIG
therefore intends to withhold tax on the distribution of the Warrants to
non-U.S. holders of common stock. In the event that it is determined after
the date of distribution that the distribution of the Warrants was not
subject to United States federal income tax, AIG will publicly announce this
determination, and any holder subject to withholding tax may then be
entitled to a refund by filing a refund claim with the United States
Internal Revenue Service. Holders should consult a tax advisor regarding
the U.S. federal and other tax consequences of the distribution of the
Warrants.
Impact on Equity Units. The issuance of the Warrants will trigger
certain anti-dilution adjustments to the settlement rates of AIGs
outstanding Equity Units in accordance with their terms, effective as of the
record date. AIG will notify Equity Unit holders of the amount of this
adjustment within 10 business days of the record date, as required by the
terms of the Equity Units. This adjustment may be treated as a taxable
distribution if the distribution of the Warrants is treated as taxable (as
discussed above) and non-U.S. Equity Unit holders may be subject to tax
withholding on future distributions to such holder or otherwise.
Available Information. AIG will issue the Warrants pursuant to a
warrant agreement between AIG and Wells Fargo Bank, N.A., as warrant agent.
Copies of the warrant agreement may be obtained at no charge from Wells
Fargo Bank, N.A., the warrant agent, at 888-899-8293 in the U.S. (toll-free)
or 651-450-4064 outside the U.S. The warrant agreement will also be attached
as an exhibit to AIGs Current Report on Form 8-K, which will be available tomorrow on the Securities and Exchange Commissions
(SEC) website at www.sec.gov. Information on the procedures concerning
fractional Warrants and for exercising or selling the Warrants may be
obtained by contacting the warrant agent at the telephone number provided
above or by contacting the broker, bank, or other intermediary through which
the Warrants are held.
On or around the time of issuance, AIG intends to file with the SEC a
prospectus supplement registering the AIG common stock to be issued upon
exercise of the Warrants from time to time. A copy of the prospectus
supplement and related prospectus may be obtained for free, when available,
on the SEC website at www.sec.gov.
Certain statements in this press release constitute forward-looking
statements. These statements are not historical facts but instead represent
only AIGs belief regarding future events, many of which, by their nature,
are inherently uncertain and outside AIGs control. It is possible that
actual results will differ, possibly materially, from the anticipated
results indicated in these statements. Factors that could cause actual
results to differ, possibly materially, from those in the forward-looking
statements are discussed throughout Part I, Item 2. Managements Discussion
and Analysis of Financial Condition and Results of Operations and in Part
II, Item 1A. Risk Factors of AIGs Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2010, AIGs Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2010, and of AIGs Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2010,
throughout Part II, Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations and in Part I, Item 1A. Risk
Factors of AIGs Annual Report on Form 10-K for the year ended December 31,
2009, (including Amendment No. 1 on Form 10-K/A filed on March 31, 2010, and
Amendment No. 2 on Form 10-K/A filed on August 24, 2010), and in AIGs
Current Report on Form 8-K, filed December 8, 2010.
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American International Group, Inc. (AIG) is a leading international
insurance organization with operations in more than 130 countries and
jurisdictions. AIG companies serve commercial, institutional and individual
customers through one of the most extensive worldwide property-casualty
networks of any insurer. In addition, AIG companies are leading providers of
life insurance and retirement services in the United States. AIG common
stock is listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.
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