NEW YORK--(BUSINESS WIRE)--American International Group, Inc. (NYSE: AIG) announced today the commencement of a consent solicitation (the “Consent Solicitation”) with respect to the $250.0 million aggregate principal amount of outstanding 8.875% Senior Notes due 2040 (the “Notes”) issued by its wholly-owned subsidiary Validus Holdings, Ltd. (“Validus”), seeking the consents (“Consents”) of at least a majority of the aggregate principal amount of all outstanding Notes (the “Requisite Consents”) to modify or remove certain of the covenants applicable to the Notes contained in the indenture governing the Notes (the “Indenture”) in order to conform the Indenture more closely to the operative covenants in the agreements governing AIG’s existing indebtedness (the “Proposed Amendment”), subject to the terms and conditions described in the consent solicitation statement, dated as of July 27, 2018 (as may be amended or supplemented from time to time, the “Consent Solicitation Statement”). The Notes are subject to a full and unconditional guarantee by AIG following the execution by AIG on July 26, 2018 of a guarantee agreement with respect to Validus’ obligations under the Indenture.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on August 6, 2018, unless extended or terminated (the “Expiration Date”). AIG reserves the right to terminate or extend the Consent Solicitation in its sole discretion.
On the terms and subject to the conditions set forth in the Consent Solicitation Statement, if the Requisite Consents are received, Validus will promptly pay an aggregate consent fee equal to $2.50 per $1,000 principal amount of Notes for which Consents are validly delivered and not revoked on or before the Expiration Date and Validus will execute a supplemental indenture effecting the Proposed Amendment (the “Supplemental Indenture”). Once the Supplemental Indenture is effective, any Consents given may not be revoked.
This press release is not a solicitation of Consents with respect to the Notes and does not set forth all of the terms and conditions of the Consent Solicitation. Holders of the Notes should carefully read the Consent Solicitation Statement before any decision is made with respect to the Consent Solicitation.
Any inquiries regarding the Consent Solicitation may be directed to Global Bondholder Services Corporation, the Information and Tabulation Agent for the Consent Solicitation, at (212) 430-3774 (for banks and brokers) or (866) 807-2200 (toll free), or to the solicitation agent for the Consent Solicitation: J.P. Morgan, at (212) 834-8553 (collect) or (866) 834-4666 (toll free).
Certain statements in this press release, including those describing the consent solicitation, constitute forward-looking statements. These statements are not historical facts but instead represent only AIG’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside AIG’s control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements. Factors that could cause actual results to differ, possibly materially, from those in the forward-looking statements are discussed throughout AIG’s periodic filings with the SEC pursuant to the Securities Exchange Act of 1934.
American International Group, Inc. (AIG) is a leading global insurance organization. Founded in 1919, today AIG member companies provide a wide range of property casualty insurance, life insurance, retirement products, and other financial services to customers in more than 80 countries and jurisdictions. These diverse offerings include products and services that help business and individuals protect their assets, manage risks and provide for retirement security. AIG common stock is listed on the New York Stock Exchange and the Tokyo Stock Exchange.
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AIG is the marketing name for the worldwide property-casualty, life and retirement, and general insurance operations of American International Group, Inc. For additional information, please visit our website at www.aig.com. All products and services are written or provided by subsidiaries or affiliates of American International Group, Inc. Products or services may not be available in all countries, and coverage is subject to actual policy language. Non-insurance products and services may be provided by independent third parties. Certain property-casualty coverages may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds, and insureds are therefore not protected by such funds.