AMERICAN INTERNATIONAL GROUP, INC. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

Published: 2022-09-20 16:27:05 ET AIG

Item 1.01. Entry into a Material Definitive Agreement.

On September 14, 2022, American International Group, Inc. ("AIG" or the "Company") entered into several agreements with Corebridge Financial, Inc. ("Corebridge"), a majority-owned subsidiary of AIG, in connection with the initial public offering ("IPO") of common stock, par value $0.01 per share, of Corebridge (the "Corebridge Common Stock").

In connection with the IPO, on September 14, 2022, AIG entered into an underwriting agreement, by and among Corebridge, AIG, J.P. Morgan Securities LLC, as global coordinator, Morgan Stanley & Co. LLC and Piper Sandler & Co. as representatives of the several underwriters named therein (the "Underwriting Agreement").

Subject to the terms and conditions set forth in the Underwriting Agreement, AIG agreed to sell to the underwriters, and each of the underwriters agreed, severally and not jointly, to purchase from AIG, an aggregate of 80,000,000 shares of Corebridge Common Stock at a public offering price of $21.00 per share of Corebridge Common Stock, with aggregate proceeds to AIG, before expenses, of approximately $1,612,800,000. The underwriters have an option, exercisable for 30 days after the date of the prospectus for the IPO, to purchase up to 12,000,000 additional shares of Corebridge Common Stock from AIG at the public offering price, less the underwriting discount.

AIG and Corebridge have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

In connection with the IPO, AIG has agreed to a customary lock-up provision restricting sales of Corebridge Common Stock for a period of 180 days after the date of the prospectus for the IPO, subject to certain exceptions.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which will be attached as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.

In connection with the IPO, on September 14, 2022, AIG and Corebridge entered into a separation agreement (the "Separation Agreement"). The Separation Agreement governs the relationship between AIG and Corebridge following the IPO, including matters related to the allocation of assets and liabilities to Corebridge and to AIG, indemnification obligations of Corebridge and AIG, Corebridge's corporate governance, including the composition of the Board of Directors of Corebridge (the "Corebridge Board") and its committees, board nomination rights, information rights, participation rights with respect to equity issuances by Corebridge, and consent rights of AIG with respect to certain business activities that Corebridge may undertake, among other matters, including during periods where AIG holds less than a majority of the outstanding Corebridge Common Stock.

The Separation Agreement entitles AIG to have the Corebridge Board include in the candidates it designates for election a specified number of directors designated by AIG based on its beneficial ownership of Corebridge Common Stock, as follows:

· until AIG ceases to beneficially own more than 50% of the outstanding

· thereafter, and until AIG ceases to beneficially own at least 5% of the

· thereafter, AIG will no longer have any right to designate directors to serve

The Separation Agreement provides that, until AIG ceases to beneficially own more than 50% of the outstanding Corebridge Common Stock, the Chairperson of the Board will be a director designated by AIG, and until AIG ceases to beneficially own at least 25% of the outstanding Corebridge Common Stock, AIG's consent will be required for (i) the election, appointment, designation or removal (other than for cause) of the Chairperson of the Board and (ii) any change to the number of directors on the Corebridge Board.

The Separation Agreement also provides that:

· at the option of AIG, the Corebridge Board will appoint a director designated

· at any time during which the Corebridge Board includes a director designated by

· until AIG ceases to beneficially own at least 25% of the outstanding Corebridge

· until AIG ceases to beneficially own more than 50% of the outstanding

The Separation Agreement provides that, until AIG ceases to beneficially own at least 25% of the outstanding Corebridge Common Stock, the prior written consent of AIG will be required before Corebridge may take any of the following actions:

· any merger, consolidation or similar transaction (or any amendment to or . . .

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

In connection with the IPO, effective as of the completion of the IPO on September 19, 2022, Kevin Hogan, President and Chief Executive Officer of Corebridge, no longer serves as Executive Vice President and Chief Executive Officer, Life and Retirement, AIG.

In connection with the IPO, on September 14, 2022, AIG issued a press release announcing the pricing of the IPO.

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.

In connection with the IPO, on September 19, 2022, AIG issued a press release announcing the completion of the IPO.

A copy of the press release is filed herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.