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): August 17, 2023
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8787 | 13-2592361 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
1271 Avenue of the Americas
New York, New York 10020
New York, New York 10020
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 770-7000
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, Par Value $2.50 Per Share | AIG | New York Stock Exchange | ||||||
| 4.875% Series A-3 Junior Subordinated Debentures | AIG 67EU | New York Stock Exchange | ||||||
Depositary Shares Each Representing a 1/1,000th Interest in a Share of Series A 5.85% Non-Cumulative Perpetual Preferred Stock | AIG PRA | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company 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 August 17, 2023, American International Group, Inc. (“AIG”) announced that Validus Holdings, Ltd. (“Validus Holdings”), an AIG company, will redeem all of the outstanding 8.875% Senior Notes due 2040 (CUSIP 91915WAB8 / ISIN US91915WAB81) of Validus Holdings (the “Notes”) on September 21, 2023 (the “Redemption Date”). On the Redemption Date, AIG will pay to each registered holder of the Notes (the “Holders”) a redemption price equal to the sum of the principal amount of Notes held by such Holder, accrued and unpaid interest thereon and a customary “make-whole” premium calculated in accordance with the indenture governing the Notes. As of August 17, 2023, $199,115,000 aggregate principal amount of the Notes was outstanding.
The information contained in this Current Report on Form 8-K does not constitute a notice of redemption of the Notes. Holders should refer to the notice of redemption delivered to the Holders by The Bank of New York Mellon, the trustee with respect to the Notes.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||||||||
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
AMERICAN INTERNATIONAL GROUP, INC. (Registrant) | |||||||||||
| Date: August 17, 2023 | By: | /s/ Prabha Sipi Bhandari | |||||||||
| Name: | Prabha Sipi Bhandari | ||||||||||
| Title: | Senior Vice President, Deputy General Counsel and Corporate Secretary | ||||||||||