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 23, 2022
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
(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 |
| Stock Purchase Rights | | 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 2 – Financial Information
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On August 23, 2022, Corebridge Financial, Inc. (“Corebridge”), a majority-owned subsidiary of American International Group, Inc. (“AIG”), issued and sold $1.0 billion aggregate principal amount of 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2052 (the “Notes”).
The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated into this Item 2.03 by reference:
| ● | Subordinated Indenture, dated August 23, 2022, between Corebridge and The Bank of New York Mellon, as Trustee; |
| ● | First Supplemental Indenture, dated August 23, 2022, between Corebridge and The Bank of New York Mellon, as Trustee; and |
Section 8 – Other Events
On August 23, 2022, AIG issued a press release announcing that Corebridge has closed its offering of the Notes in a transaction exempt from registration under the Securities Act of 1933, as amended.
A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The disclosure under Item 2.03 above is incorporated by reference into this Item 8.01.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
| | (d) | Exhibits. |
| | | |
| | 4.1 | Subordinated Indenture, dated August 23, 2022, between Corebridge and The Bank of New York Mellon, as Trustee. |
| | 4.2 | First Supplemental Indenture, dated August 23, 2022, between Corebridge and The Bank of New York Mellon, as Trustee, relating to the Notes. |
| | 4.3 | Form of the Notes (included in Exhibit 4.2). |
| | 99.1 | Press release of American International Group, Inc., dated August 23, 2022. |
| | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
EXHIBIT INDEX
| Exhibit No. | | Description |
| 4.1 | | Subordinated Indenture, dated August 23, 2022, between Corebridge and The Bank of New York Mellon, as Trustee. |
| 4.2 | | First Supplemental Indenture, dated August 23, 2022, between Corebridge and The Bank of New York Mellon, as Trustee, relating to the Notes. |
| 4.3 | | Form of the Notes (included in Exhibit 4.2). |
| 99.1 | | Press release of American International Group, Inc., dated August 23, 2022. |
| 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 23, 2022 | By: | /s/ Ariel R. David |
| | | Name: Ariel R. David |
| | | Title: Vice President and Deputy Corporate Secretary |
