AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) Files An 8-K Material Modification to Rights of Security Holders

AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03.

Material Modification to Rights of Security Holders.
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On March 14, 2019, American International Group, Inc. (“AIG”) closed the public offering of 20,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000thinterest in a share of its 5.85%Non-CumulativePerpetual Preferred Stock, Series A, liquidation preference of $25,000 per share (the “Series A Preferred Stock”). Under the terms of the Series A Preferred Stock, the ability of AIG to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of other stock of AIG that rank junior to the Series A Preferred Stock will be subject to certain restrictions in the event that AIG does not declare and pay (or set aside) dividends on the Series A Preferred Stock for the last preceding dividend period, and the ability of AIG to declare full dividends on any preferred stock that ranks equally with the Series A Preferred Stock will be subject to certain limitations in the event AIG declares partial dividends on the Series A Preferred Stock. The terms of the Series A Preferred Stock, including such restrictions, are more fully described in, and this description is qualified in its entirety by reference to, the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report on Form8-Kand is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 8, 2019, AIG filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series A Preferred Stock. The Certificate of Designations became effective on March 8, 2019, and a copy is filed as Exhibit 3.1 to this Current Report on Form8-Kand is incorporated herein by reference.

On March 7, 2019, AIG entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, relating to the public offering of the Depositary Shares. The Underwriting Agreement contains various representations, warranties and agreements by AIG, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form8-Kand incorporated herein by reference. This Current Report on Form8-Kis being filed for the purpose of filing Exhibit 1.1 as an exhibit to AIG’s registration statement on FormS-3(FileNo.333-223282)(the “Registration Statement”) and such exhibit is hereby incorporated by reference into the Registration Statement.

The Depositary Shares were issued to a Deposit Agreement (the “Deposit Agreement”), dated March 14, 2019, among AIG, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein. A copy of the Deposit Agreement is attached hereto as Exhibit 4.2 and the form of depositary receipt representing the Depositary Shares is included as Exhibit A of the Deposit Agreement.

A copy of the opinion of Sullivan& Cromwell LLP, counsel for AIG, relating to the legality of the issuance and sale of the Depositary Shares is attached as Exhibit 5.1 to this Current Report on Form8-K. A copy of the opinion of Sullivan & Cromwell LLP as to United States federal income tax considerations relating to the Depositary Shares and Series A Preferred Stock is attached as Exhibit 8.1 to this Current Report on Form 8- K. Exhibits 5.1, 8.1, 23.1 and 23.2 of this Current Report on Form8-Kare hereby incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated March 7, 2019, between AIG and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I thereto
3.1 Certificate of Designations of AIG with respect to the Series A Preferred Stock, dated March 8, 2019, filed with the Secretary of State of the State of Delaware and effective March 8, 2019 (incorporated herein by reference to Exhibit 3.2 of the Registration Statement on Form 8-A, filed March 13, 2019)

EXHIBIT INDEX

Exhibit

No.

Description
1.1 Underwriting Agreement, dated March 7, 2019, between AIG. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I thereto
3.1 Certificate of Designations of AIG with respect to the Series A Preferred Stock, dated March 8, 2019, filed with the Secretary of State of the State of Delaware and effective March 8, 2019 (incorporated herein by reference to Exhibit 3.2 of the Registration Statement on Form 8-A, filed March 13, 2019)
4.1 Filed as Exhibit 3.1
4.2 Deposit Agreement, dated March 14, 2019, among AIG and Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein
4.3 Form of depositary receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.2)
5.1 Opinion of Sullivan & Cromwell LLP
8.1 Opinion of Sullivan & Cromwell LLP as to United States federal income tax considerations relating to the Depositary Shares and Series A Preferred Stock
23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
23.2 Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1)

AMERICAN INTERNATIONAL GROUP INC Exhibit
EX-1.1 2 tv516065_ex1-1.htm EXHIBIT 1.1   Exhibit 1.1   Execution Version     AMERICAN INTERNATIONAL GROUP,…
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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.

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