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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): March 23, 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

(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 March 27, 2023, American International Group, Inc. (“AIG”) closed the sale of $750,000,000 aggregate principal amount of its 5.125% Notes Due 2033 (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 8.01 by reference:

 

●Underwriting Agreement, dated March 23, 2023, between AIG and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named therein, relating to the Notes;

 

●Forty-Second Supplemental Indenture, dated March 27, 2023, between AIG and The Bank of New York Mellon, as Trustee, relating to the Notes;

 

●Form of the Notes; and

 

●Opinion of Sullivan & Cromwell LLP, dated March 27, 2023, as to the validity of the Notes.

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

1.1   Underwriting Agreement, dated March 23, 2023, between AIG and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named therein, relating to the Notes
     
4.1   Forty-Second Supplemental Indenture, dated March 27, 2023, between AIG and The Bank of New York Mellon, as Trustee, relating to the Notes
     
4.4   Form of the Notes (included in Exhibit 4.1)
     
5.1   Opinion of Sullivan & Cromwell LLP, dated March 27, 2023, as to the validity of the Notes
     
23.1   Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

EXHIBIT INDEX

 

Exhibit   
No.  Description
1.1  Underwriting Agreement, dated March 23, 2023, between AIG and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named therein, relating to the Notes
    
4.1  Forty-Second Supplemental Indenture, dated March 27, 2023, between AIG and The Bank of New York Mellon, as Trustee, relating to the Notes
    
4.2  Form of the Notes (included in Exhibit 4.1)
    
5.1  Opinion of Sullivan & Cromwell LLP, dated March 27, 2023, as to the validity of the Notes
    
23.1  Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
    
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: March 27, 2023 By: /s/ Prabha Sipi Bhandari
    Name: Prabha Sipi Bhandari
    Title: Senior Vice President, Deputy General Counsel and Corporate Secretary

 

 

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