Filed Pursuant to Rule 433
Registration Statement No. 333-223282
American International Group, Inc.
$1,000,000,000
4.750% NOTES DUE 2048
| Issuer: | American International Group, Inc. | |
| Offering Format: | SEC Registered | |
| Securities: | 4.750% Notes Due 2048 (the “Notes”) | |
| Expected Ratings (Moody’s / S&P / Fitch)*: | Baa1 / BBB+ / BBB+ (Stable/Negative/Negative) | |
| Security Type: | Senior Unsecured Fixed Rate Notes | |
| Trade Date: | March 19, 2018 | |
| Settlement Date: | March 26, 2018 (T + 5) | |
| Maturity Date: | April 1, 2048 | |
| Principal Amount: | $1,000,000,000 | |
| Price to Public: | 99.413% of principal amount | |
| Gross Underwriting Discount: | 0.875% | |
| Net Proceeds to Issuer Before Expenses: | $985,380,000 | |
| Spread to Treasury Benchmark: | T + 170 basis points | |
| Treasury Benchmark: | 2.750% due November 15, 2047 | |
| Treasury Benchmark Yield: | 3.087% | |
| Coupon: | 4.750% | |
| Yield to Maturity: | 4.787% | |
| Interest Payment Dates: | Semi-annually on April 1 and October 1 of each year, commencing October 1, 2018 | |
| Day Count Convention: | 30/360, unadjusted | |
| Denominations: | $2,000, with increments of $1,000 thereafter | |
| Early Redemption: | Make-whole redemption at any time prior to October 1, 2047 at a discount rate of Treasury + 30 basis points. Par redemption at any time on or after October 1, 2047. | |
| Material United States Taxation Considerations | Notwithstanding that the Notes have a term in excess of 30 years, the material United States federal income tax consequences described in “Material United States Taxation Considerations—Taxation of Debt Securities” in the issuer’s Prospectus, dated February 28, 2018, in respect of owning, selling and disposing of debt securities, apply to the Notes. | |
| CUSIP/ISIN: | 026874 DL8 / US026874DL83 | |
| Concurrent Offerings: | $750,000,000 principal amount of 4.200% Notes Due 2028 $750,000,000 principal amount of 5.750% Fixed-to-Floating Rate Series A-9 Junior Subordinated Debentures Due 2048
The settlement of the Notes is not contingent on the settlement of the concurrent offerings. | |
| Joint Book-Running Managers: | Merrill Lynch, Pierce, Fenner & Smith Incorporated U.S. Bancorp Investments, Inc. Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC Wells Fargo Securities, LLC | |
| Passive Book-Runners | BNP Paribas Securities Corp. HSBC Securities (USA) Inc. Mizuho Securities USA LLC RBS Securities Inc. (marketing name “NatWest Markets”) SMBC Nikko Securities America, Inc. UniCredit Capital Markets LLC | |
| Co-Managers: | ANZ Securities, Inc. BBVA Securities Inc. CastleOak Securities, L.P. Commerz Markets LLC Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Drexel Hamilton, LLC ICBC Standard Bank Plc ING Financial Markets LLC Loop Capital Markets LLC nabSecurities, LLC Natixis Securities Americas LLC PNC Capital Markets LLC Samuel A. Ramirez & Company, Inc. Scotia Capital (USA) Inc. Siebert Cisneros Shank & Co., L.L.C. Standard Chartered Bank TD Securities (USA) LLC The Governor and Company of the Bank of Ireland The Williams Capital Group, L.P. | |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322 or U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607.
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