Current Report Filing (8-k)
11 Maio 2020 - 6:10PM
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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): May 11, 2020
AMERICAN INTERNATIONAL GROUP, INC.
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(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.)
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175 Water Street
New York, New York 10038
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(Address of principal executive offices)
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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):
¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name
of each exchange on
which registered
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Common Stock, Par Value $2.50 Per Share
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AIG
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New York Stock Exchange
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Warrants (expiring January 19, 2021)
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AIG WS
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New York Stock Exchange
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5.75% Series A-2 Junior Subordinated Debentures
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AIG 67BP
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New York Stock Exchange
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4.875% Series A-3 Junior Subordinated Debentures
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AIG 67EU
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New York Stock Exchange
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Stock Purchase Rights
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New York Stock Exchange
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Depositary Shares Each Representing a 1/1,000th Interest in a Share of Series A 5.85% Non-Cumulative Perpetual Preferred Stock
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AIG PRA
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New York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
Section 8 — Other Events
Item 8.01. Other Events.
On May 11, 2020, American International
Group, Inc. (“AIG”) closed the sale of $1,500,000,000 aggregate principal amount of its 2.500% Notes Due 2025 (the
“2025 Notes”), $1,600,000,000 aggregate principal amount of its 3.400% Notes Due 2030 (the “2030 Notes”)
and $1,000,000,000 aggregate principal amount of its 4.375% Notes Due 2050 (the “2050 Notes” and together with the
2025 Notes and the 2030 Notes, the “Notes”).
The following documents relating to the
sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference:
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•
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Underwriting Agreement, dated May 6, 2020, between AIG and Citigroup Global Markets Inc. and
J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, relating to the Notes;
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•
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Thirty-Ninth Supplemental Indenture, dated May 11, 2020, between AIG and The Bank of New York
Mellon, as Trustee, relating to the 2025 Notes;
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•
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Fortieth Supplemental Indenture, dated May 11, 2020, between AIG and The Bank of New York Mellon,
as Trustee, relating to the 2030 Notes;
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•
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Forty-First Supplemental Indenture, dated May 11, 2020, between AIG and The Bank of New York
Mellon, as Trustee, relating to the 2050 Notes;
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•
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Form of the 2025 Notes;
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•
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Form of the 2030 Notes;
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•
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Form of the 2050 Notes;
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•
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Opinion of Sullivan & Cromwell LLP, dated May 11, 2020, as to the validity of the Notes;
and
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•
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Opinion of Sullivan & Cromwell LLP, dated May 11, 2020, as to United States federal income
tax considerations relating to the Notes.
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Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
1.1
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Underwriting Agreement, dated May 6, 2020, between AIG and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, relating to the Notes
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4.1
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Thirty-Ninth Supplemental Indenture, dated May 11, 2020, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2025 Notes
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4.2
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Fortieth Supplemental Indenture, dated May 11, 2020, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2030 Notes
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4.3
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Forty-First Supplemental Indenture, dated May 11, 2020, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2050 Notes
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4.4
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Form of the 2025 Notes (included in Exhibit 4.1)
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4.5
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Form of the 2030 Notes (included in Exhibit 4.2)
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4.6
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Form of the 2050 Notes (included in Exhibit 4.3)
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5.1
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Opinion of Sullivan & Cromwell LLP, dated May 11, 2020, as to the validity of the Notes
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8.1
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Opinion of Sullivan & Cromwell LLP, dated May 11, 2020, as to United States federal income tax considerations relating to the Notes
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23.1
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Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
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23.2
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Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1)
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104
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Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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EXHIBIT INDEX
Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated May 6, 2020, between AIG and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, relating to the Notes
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4.1
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Thirty-Ninth Supplemental Indenture, dated May 11, 2020, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2025 Notes
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4.2
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Fortieth Supplemental Indenture, dated May 11, 2020, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2030 Notes
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4.3
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Forty-First Supplemental Indenture, dated May 11, 2020, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2050 Notes
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4.4
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Form of the 2025 Notes (included in Exhibit 4.1)
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4.5
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Form of the 2030 Notes (included in Exhibit 4.2)
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4.6
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Form of the 2050 Notes (included in Exhibit 4.3)
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5.1
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Opinion of Sullivan & Cromwell LLP, dated May 11, 2020, as to the validity of the Notes
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8.1
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Opinion of Sullivan & Cromwell LLP, dated May 11, 2020, as to United States federal income tax considerations relating to the Notes
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23.1
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Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
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23.2
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Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1)
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104
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Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AMERICAN
INTERNATIONAL GROUP, INC.
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(Registrant)
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Date: May 11, 2020
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By:
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/s/ Kristen W. Prohl
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Name:
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Kristen W. Prohl
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Title:
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Assistant Secretary
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American (NYSE:AIG.WS)
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