AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) Files An 8-K Other Events

AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) Files An 8-K Other Events
Item 8.01. Other Events.

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On March26, 2018, American International Group, Inc. (“AIG”) closed the sale of $750,000,000 aggregate principal amount of its 4.200% Notes Due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of its 4.750% Notes Due 2048 (the “2048 Notes” and, together with the 2028 Notes, the “Notes”) and $750,000,000 aggregate principal amount of its 5.750% Fixed-to-Floating Rate Series A-9 Junior Subordinated Debentures Due 2048 (the “Junior Subordinated Debentures” and, together with the Notes, the “Securities”).

The following documents relating to the sale of the Securities are filed as exhibits to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference:

Underwriting Agreement, dated March19, 2018, between AIG and Merrill Lynch, Pierce, Fenner& Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, relating to the Notes;
Underwriting Agreement, dated March19, 2018, between AIG and Merrill Lynch, Pierce, Fenner& Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, relating to the Junior Subordinated Debentures;
Thirty-Sixth Supplemental Indenture, dated March26, 2018, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2028 Notes;
Thirty-Seventh Supplemental Indenture, dated March26, 2018, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2048 Notes;
Fifteenth Supplemental Indenture, dated March26, 2018, between AIG and The Bank of New York Mellon, as Trustee, relating to the Junior Subordinated Debentures;
Form of the 2028 Notes;
Form of the 2048 Notes;
Form of the Junior Subordinated Debentures;
Opinion of Sullivan& Cromwell LLP, dated March26, 2018, as to the validity of the Notes;
Opinion of Sullivan& Cromwell LLP, dated March26, 2018, as to the validity of the Junior Subordinated Debentures;
Opinion of Sullivan& Cromwell LLP, dated March26, 2018, as to United States federal income tax considerations relating to the Notes; and
Opinion of Sullivan& Cromwell LLP, dated March26, 2018, as to United States federal income tax considerations relating to the Junior Subordinated Debentures.

Section9 — Financial Statements and Exhibits

Item 8.01. Financial Statements and Exhibits.

1.1 Underwriting Agreement, dated March19, 2018, between AIG and Merrill Lynch, Pierce, Fenner& Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, relating to the Notes.
1.2 Underwriting Agreement, dated March19, 2018, between AIG and Merrill Lynch, Pierce, Fenner& Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, relating to the Junior Subordinated Debentures.
4.1 Thirty-Sixth Supplemental Indenture, dated March26, 2018, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2028 Notes.
4.2 Thirty-Seventh Supplemental Indenture, dated March26, 2018, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2048 Notes.
4.3 Fifteenth Supplemental Indenture, dated March26, 2018, between AIG and The Bank of New York Mellon, as Trustee, relating to the Junior Subordinated Debentures.
4.4 Form of the 2028 Notes (included in Exhibit 4.1).
4.5 Form of the 2048 Notes (included in Exhibit 4.2).
4.6 Form of the Junior Subordinated Debentures (included in Exhibit 4.3).
5.1 Opinion of Sullivan& Cromwell LLP, dated March26, 2018, as to the validity of the Notes.
5.2 Opinion of Sullivan& Cromwell LLP, dated March26, 2018, as to the validity of the Junior Subordinated Debentures.
8.1 Opinion of Sullivan& Cromwell LLP, dated March26, 2018, as to United States federal income tax considerations relating to the Notes.
8.2 Opinion of Sullivan& Cromwell LLP, dated March26, 2018, as to United States federal income tax considerations relating to the Junior Subordinated Debentures.
23.1 Consent of Sullivan& Cromwell LLP (included in Exhibit 5.1).
23.2 Consent of Sullivan& Cromwell LLP (included in Exhibit 5.2).
23.3 Consent of Sullivan& Cromwell LLP (included in Exhibit 8.1).
23.4 Consent of Sullivan& Cromwell LLP (included in Exhibit 8.2).

EXHIBIT INDEX

Exhibit

No.

Description
1.1 Underwriting Agreement, dated March19, 2018, between AIG and Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, relating to the Notes.
1.2 Underwriting Agreement, dated March19, 2018, between AIG and Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, relating to the Junior Subordinated Debentures.
4.1 Thirty-Sixth Supplemental Indenture, dated March26, 2018, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2028 Notes.
4.2 Thirty-Seventh Supplemental Indenture, dated March26, 2018, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2048 Notes.
4.3 Fifteenth Supplemental Indenture, dated March26, 2018, between AIG and The Bank of New York Mellon, as Trustee, relating to the Junior Subordinated Debentures.
4.4 Form of the 2028 Notes (included in Exhibit 4.1).
4.5 Form of the 2048 Notes (included in Exhibit 4.2).
4.6 Form of the Junior Subordinated Debentures (included in Exhibit 4.3).
5.1 Opinion of Sullivan& Cromwell LLP, dated March26, 2018, as to the validity of the Notes.
5.2 Opinion of Sullivan& Cromwell LLP, dated March26, 2018, as to the validity of the Junior Subordinated Debentures.
8.1 Opinion of Sullivan& Cromwell LLP, dated March26, 2018, as to United States federal income tax considerations relating to the Notes.
8.2 Opinion of Sullivan& Cromwell LLP, dated March26, 2018, as to United States federal income tax considerations relating to the Junior Subordinated Debentures.
23.1 Consent of Sullivan& Cromwell LLP (included in Exhibit 5.1).
23.2 Consent of Sullivan& Cromwell LLP (included in Exhibit 5.2).
23.3 Consent of Sullivan& Cromwell LLP (included in Exhibit 8.1).
23.4 Consent of Sullivan& Cromwell LLP (included in Exhibit 8.2).


AMERICAN INTERNATIONAL GROUP INC Exhibit
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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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