UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 2009
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-8787
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13-2592361 |
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(State or other
jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
70 Pine Street
New York, New York 10270
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 770-7000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions ( see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 — Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On June 25, 2009, AIG and American International Reinsurance Company, Ltd.
(“AIRCO”) entered into a Purchase Agreement (the “AIA Purchase Agreement”) with the
Federal Reserve Bank of New York (the “FRBNY”) pursuant to which, among other things,
(1) AIRCO would transfer 100 percent of the common stock of American International
Assurance Company, Limited (“AIA”) to a wholly owned subsidiary of AIA Aurora LLC
(“AIA LLC”), (2) AIRCO and AIG would retain 100 percent of the common interests of AIA
LLC and (3) the FRBNY would receive 100 percent of the preferred interests of AIA LLC.
Pursuant to the AIA Purchase Agreement, upon the receipt of the preferred interests in
AIA LLC by the FRBNY, there would be a reduction in the outstanding balance of the
lending commitment under the Credit Agreement, dated as of September 22, 2008 (as
amended, the “Credit Agreement”) between AIG and the FRBNY (“FRBNY Facility”) and the
maximum amount available to be borrowed thereunder equal to the $16 billion of
liquidation preference of the preferred interests received by the FRBNY.
On June 25, 2009, AIG entered into a Purchase Agreement (the “ALICO Purchase
Agreement”) with the FRBNY pursuant to which, among other things, (1) AIG would
transfer 100 percent of the common stock of American Life Insurance Company (“ALICO”)
to ALICO Holdings LLC (“ALICO LLC”), (2) AIG would retain 100 percent of the common
interests of ALICO LLC and (3) the FRBNY would receive 100 percent of the preferred
interests of ALICO LLC. Pursuant to the ALICO Purchase Agreement, upon the receipt of
the preferred interests in ALICO LLC by the FRBNY, there would be a reduction in the
outstanding balance of the FRBNY Facility and the maximum amount available to be
borrowed thereunder equal to the $9 billion liquidation preference of the preferred
interests received by the FRBNY.
On December 1, 2009, AIG issued a press release announcing that AIG closed the
transactions contemplated by the AIA Purchase Agreement and the ALICO Purchase
Agreement pursuant to which, as of December 1, 2009, there was a $25 billion reduction
in the outstanding balance of the FRBNY Facility and the maximum amount available to
be borrowed thereunder.
AIA LLC Agreement
In connection with the closing of the transactions contemplated by the AIA
Purchase Agreement, on December 1, 2009, AIG, AIRCO, the FRBNY and AIA LLC entered
into the Fourth Amended and Restated Limited Liability Company Agreement of AIA LLC
(the “AIA LLC Agreement”), which sets forth the terms and conditions of the respective
parties’ ownership and governance rights in AIA LLC. Pursuant to the AIA LLC
Agreement, the common interests of AIA LLC entitle AIG and AIRCO to 100 percent of the
voting power of AIA LLC, including the right to appoint the entire board of managers
of AIA LLC. The preferred interests entitle the FRBNY to appoint two observers to the
board of managers of AIA LLC, veto rights over certain significant actions by AIA LLC
and its subsidiaries and the right, subject to certain restrictions, to require AIA
LLC to use its best efforts to take certain actions, including an initial public
offering or a sale of the company. The preferred interests received by the FRBNY have
a liquidation preference of $16 billion and accrue a return of 5 percent per year
until September 22, 2013 and thereafter 9 percent per year. After payment is made for
the liquidation preference and accrued returns on the preferred interests and the
initial value relating to the common interests (and any additional capital
contributions), which may occur in certain circumstances including,
without limitation, upon a liquidation or sale of AIA
LLC, AIG is entitled to 99 percent of the remaining proceeds and the FRBNY is entitled
to 1 percent.
The description of the AIA LLC Agreement contained herein is qualified in its
entirety by reference to the AIA LLC Agreement, which is attached as Exhibit 10.1 and
incorporated in its entirety into this Item 1.01 by reference.
ALICO LLC Agreement
In connection with the closing of the transactions contemplated by the ALICO
Purchase Agreement, on December 1, 2009, AIG, the FRBNY and ALICO LLC entered into the
Second Amended and Restated Limited Liability Company Agreement of ALICO LLC (the
“ALICO LLC Agreement”), which sets forth the terms and conditions of the respective
parties’ ownership and governance rights in ALICO LLC. Pursuant to the ALICO LLC
Agreement, the common interests of ALICO LLC entitle AIG to 100 percent of the voting
power of ALICO LLC, including the right to appoint the entire board of managers of
ALICO LLC. The preferred interests entitle the FRBNY to appoint two observers to the
board of managers of ALICO LLC, veto rights over certain significant actions by ALICO
LLC and its subsidiaries and the right, subject to certain restrictions, to require
ALICO LLC to
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use its best efforts to take certain actions, including an initial public
offering or a sale of the company. The preferred interests received by the FRBNY have
a liquidation preference of $9 billion and accrue a return of 5 percent per year until
September 22, 2013 and thereafter 9 percent per year. After payment is made for the
liquidation preference and accrued returns on the preferred interests and the initial
value relating to the common interests (and any additional capital
contributions), which may occur in certain circumstances
including, without limitation, upon a liquidation or sale of ALICO LLC, AIG is entitled
to 95 percent of the remaining proceeds and the FRBNY is entitled to 5 percent.
The description of the ALICO LLC Agreement contained herein is qualified in its
entirety by reference to the ALICO LLC Agreement, which is attached as Exhibit 10.2
and incorporated in its entirety into this Item 1.01 by reference.
Amendment to the Credit Agreement with the FRBNY
On December 1, 2009, AIG and the FRBNY entered into an Amendment No. 4 (“Amendment No.
4”) to the Credit Agreement in order to, among other things:
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provide for the consummation of the transactions contemplated by the AIA Purchase
Agreement and the ALICO Purchase Agreement; and |
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reduce the outstanding balance of the FRBNY Facility and the maximum amount
available to be borrowed thereunder by $25 billion. |
The description of Amendment No. 4 contained herein is qualified in its entirety by reference
to Amendment No. 4, which is attached as Exhibit 10.3 and incorporated in its entirety into
this Item 1.01 by reference.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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The Fourth Amended and Restated Limited Liability Company Agreement
of AIA Aurora LLC, dated as of December 1, 2009, among American
International Group, Inc., American International Reinsurance
Company, Ltd., the Federal Reserve Bank of New York and AIA Aurora
LLC. |
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10.2
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The Second Amended and Restated Limited Liability Company Agreement
of ALICO Holdings LLC, dated as of December 1, 2009, among American
International Group, Inc., the Federal Reserve Bank of New York and
ALICO Holdings LLC. |
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10.3
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Amendment No. 4 to the Credit Agreement, dated as of December 1,
2009, between American International Group, Inc. and the Federal
Reserve Bank of New York. |
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