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AIG Announces Early Participation Results of Offer to Exchange New Senior Notes for Outstanding Junior Subordinated Debentures
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NEW YORK, Nov 09, 2011 (BUSINESS WIRE) --

American International Group, Inc. (NYSE: AIG) today announced the results as of the Early Participation Date of its previously announced offer to exchange (the "Exchange Offer") new senior notes ("New Notes") for specified series of its outstanding Junior Subordinated Debentures pursuant to its offer to exchange, dated October 24, 2011 (the "Offer to Exchange"). As previously announced, the Early Participation Date for the Exchange Offer was 5:00 p.m., New York City time, on November 8, 2011. The complete terms of the Exchange Offer are set forth in the Offer to Exchange, and, as applicable, the related letter of transmittal, which were distributed solely to eligible holders.

The Expiration Date is 11:59 p.m., New York City time, on November 22, 2011 (subject to extension). However, because the tenders received as of the Early Participation Date exceeded the previously announced Maximum Exchange Amount of $2.5 billion (calculated as described in the Offer to Exchange), AIG will not accept any tenders made after the Early Participation Date.

The table below summarizes the results as of the Early Participation Date of the Exchange Offer:

Acceptance
Priority
Level

Title of Junior
Subordinated
Debentures

Aggregate
Principal Amount
Tendered*

Percent of
Tendered
Amount
Accepted*

Aggregate
Principal
Amount
Accepted

Aggregate
Principal Amount
Outstanding After
Giving Effect to
Accepted Tenders

Title of New Notes

Aggregate Principal
Amount of New Notes
to Be Issued for
Accepted Tenders

1

4.875%
Series A-3

EUR 590,950,000 100% EUR 590,950,000 EUR 409,050,000

6.797% Euro Notes
due November 15,
2017

EUR 420,975,000
2

5.750%
Series A-2

£440,150,000 100% £440,150,000 £309,850,000

6.765% Sterling
Notes due
November 15, 2017

£323,465,000
3

6.250%
Series A-1

$312,419,000 100% $312,419,000 $687,581,000

6.820% Dollar
Notes due
November 15, 2037

$256,161,000
4

8.625%
Series A-8

£699,900,000 53.6153% £372,300,000 £527,700,000

6.765% Sterling
Notes due
November 15, 2017

£338,757,000
5

8.175%
Series A-6

$922,268,000 0% $0 $4,000,000,000

6.820% Dollar
Notes due
November 15, 2037

$0

________

* Excludes tenders that, after any proration, did not satisfy the Minimum Amount per Tender described in the Offer to Exchange.

All Series A-3, Series A-2 and Series A-1 Junior Subordinated Debentures that were validly tendered in the Exchange Offer and not withdrawn have been accepted. Because the early tenders exceeded the Maximum Exchange Amount, AIG has accepted tendered Series A-8 Junior Subordinated Debentures on a pro rata basis in the aggregate amount indicated above, and has not accepted any of the tendered Series A-6 Junior Subordinated Debentures. The settlement date for the accepted early tenders is expected to be November 15, 2011. Junior Subordinated Debentures tendered but not accepted for exchange will be returned or credited to the holder's account promptly.

If and when issued, the New Notes will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The New Notes may not be offered or sold in the United States absent registration or to or for the benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. AIG will enter into an exchange offer and registration rights agreement with respect to the New Notes.

This news release does not constitute an offer or an invitation by AIG to participate in the Exchange Offer in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction. The Exchange Offer has been made, and copies of the Exchange Offer documents have been made available, only to a holder of Junior Subordinated Debentures who has confirmed its eligibility, including, among other things, its status as a "qualified institutional buyer" as defined in Rule 144A under the Securities Act or that it is a person other than a "U.S. person" as defined in Rule 902 under the Securities Act.

Holders of Series A-1 and A-6 Junior Subordinated Debentures may direct questions or requests for assistance regarding the Exchange Offer to Global Bondholder Services Corporation in the United States toll-free at 866-488-1500 or at (212) 430-3774 (banks and brokerage firms). Holders of Series A-2, A-3 and A-8 Junior Subordinated Debentures may contact Lucid Issuer Services Limited at +44 20 7704 0880.

Certain statements in this press release 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 Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in the Quarterly Report on Form 10-Q of AIG for the quarter ended September 30, 2011, in Part II, Item 1A. Risk Factors in the Quarterly Report on Form 10-Q of AIG for the quarter ended March 31, 2011 and in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and Part I, Item 1A. Risk Factors in the Annual Report on Form 10-K of AIG for the year ended December 31, 2010.

SOURCE: American International Group, Inc.

 American International Group, Inc.
 
Mark Herr, 212-770-3505
News Media
(C) 718-685-9348
or
Liz Werner, 212-770-7074
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