AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On June8, 2017, American International Group, Inc. (AIG) entered
into an amendment (the Amendment) to the Investor Rights
Agreement, dated as of December31, 2016 (the Investor Rights
Agreement), between AIG and Arch Capital Group Ltd. (Arch), which
was entered into concurrently with the completion of AIGs sale of
United Guaranty Corporation to Arch (the Transaction) and a form
of which was included as an exhibit to the Stock Purchase
Agreement, dated August15, 2016, included in AIGs Current Report
on Form 8-K filed on August16, 2016. On January18, 2017, AIG
subsidiaries American Home Assurance Company (AHAC), Lexington
Insurance Company (Lexington) and National Union Fire Insurance
Company of Pittsburgh, Pa. (NUFIC) became parties to the Investor
Rights Agreement by executing customary joinders to the Investor
Rights Agreement, which allowed AIG to transfer certain shares of
Arch Preferred Stock (as defined below) to the subsidiaries. Each
of AHAC, Lexington and NUFIC (the Affiliates) also entered into
the Amendment with Arch.
to the Investor Rights Agreement, the 1,276,282 Series D
Convertible Participating Non-Voting Perpetual Preferred Shares,
par value $0.01 per share, of Arch (Arch Preferred Stock) that
AIG received upon the completion of the Transaction are subject
to a lock-up. Prior to entry into the Amendment, the lock-up was
to expire on the following schedule:
|
6 months after the closing of the Transaction (June 30, 2017) |
AIG and the Affiliates may sell up to one-third of the Arch Preferred Stock |
|
|
12 months after the closing of the Transaction (December 31, 2017) |
AIG and the Affiliates may sell up to two-thirds of the Arch Preferred Stock |
|
|
18 months after the closing of the Transaction (June 30, 2018) |
All of the Arch Preferred Stock is freely transferable |
The Amendment amends the expiration of the lock-up applicable to
AIG and the Affiliates in the Investor Rights Agreement to the
following schedule:
| June8, 2017 |
AIG and the Affiliates may sell up to 638,141 shares of Arch Preferred Stock, as well as an additional 95,721 shares of Arch Preferred Stock solely if the underwriters exercise the option described below. |
|
| January15, 2018 | All of the Arch Preferred Stock is freely transferable |
The descriptions of the Investor Rights Agreement and the
Amendment contained herein do not purport to be complete and are
qualified in their entirety by reference to the Investor Rights
Agreement and Amendment, which are attached as Exhibit 10.1 and
Exhibit 10.2, respectively, and incorporated in their entirety
into this Item1.01 by reference.
Section8 Other Events.
Item8.01 Other Events.
On June8, 2017, AIG and NUFIC (the Selling Stockholders) entered
into an underwriting agreement with Arch and the underwriters
named therein, to which the Selling Stockholders agreed to sell
to such underwriters 6,381,410 shares of common stock, par value
$0.0033 per share, of Arch (Arch Common Stock), issuable upon
conversion of 638,141 shares of Arch Preferred Stock, through an
underwritten public offering (the Public Offering) upon the terms
and conditions set forth in the prospectus supplement related to
the Arch Common Stock filed by Arch with the Securities and
Exchange Commission. In connection with the underwriting
agreement, the Selling Stockholders also granted the underwriters
a 30-day option to acquire an additional 957,210 shares of Arch
Common Stock, issuable upon conversion of a further 95,721 shares
of Arch Preferred Stock. The closing of the Public Offering is
expected to occur on June14, 2017. The Selling Stockholders are
expected to receive net proceeds of approximately $590 million
from the Public Offering, plus any amounts payable if and to the
extent the underwriters exercise their option, up to $679 million
if the underwriters exercise their option in full.
On June9, 2017, AIG issued a press release announcing the pricing
of the sale of the Arch Common Stock described above. A copy of
the press release is attached as Exhibit 99.1 and is incorporated
by reference herein.
Section9 Financial Statements and Exhibits
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 |
Investor Rights Agreement, dated as of December31, 2016, between Arch Capital Group Ltd. and American International Group, Inc. |
|
| 10.2 |
Amendment No. 1 to the Investor Rights Agreement, dated as of June8, 2017, among Arch Capital Group Ltd., American International Group, Inc., American Home Assurance Company, Lexington Insurance Company and National Union Fire Insurance Company of Pittsburgh, Pa. |
|
| 99.1 |
Press release of American International Group, Inc. dated June9, 2017. |
About AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG)
American International Group, Inc. (AIG) is an insurance company. The Company provides a range of property casualty insurance, life insurance, retirement products, mortgage insurance and other financial services to customers in over 100 countries and jurisdictions. The Company operates through two segments: Commercial Insurance and Consumer Insurance, as well as a Corporate and Other category. Commercial Insurance has three operating segments: Property Casualty, Mortgage Guaranty and Institutional Markets. Commercial Insurance segment is a provider of insurance products and services for commercial and institutional customers. Consumer Insurance also has three operating segments: Retirement, Life and Personal Insurance. Consumer Insurance is a franchise that offers a portfolio of retirement, life insurance and property casualty products through multiple distribution networks. Corporate and Other includes the Company, as well as certain legacy assets and run-off insurance businesses.