Item 2.03. Creation of a Direct Financial Obligation or an Obligation under


           an Off-Balance Sheet Arrangement of a Registrant.

On April 5, 2022, Corebridge Financial, Inc. ("Corebridge"), formerly known as SAFG Retirement Services, Inc., and a majority-owned subsidiary of American International Group, Inc. ("AIG"), issued and sold $6.5 billion of senior unsecured notes consisting of: $1,000,000,000 aggregate principal amount of its 3.500% Senior Notes due 2025 (the "2025 Notes"), $1,250,000,000 aggregate principal amount of its 3.650% Senior Notes due 2027 (the "2027 Notes"), $1,000,000,000 aggregate principal amount of its 3.850% Senior Notes due 2029 (the "2029 Notes"), $1,500,000,000 aggregate principal amount of its 3.900% Senior Notes due 2032 (the "2032 Notes"), $500,000,000 aggregate principal amount of its 4.350% Senior Notes due 2042 (the "2042 Notes") and $1,250,000,000 aggregate principal amount of its 4.400% Senior Notes due 2052 (the "2052 Notes" and together with the 2025 Notes, the 2027 Notes, the 2029 Notes, the 2032 Notes and the 2042 Notes, the "Notes"). Corebridge used the net proceeds of the issuance of the Notes, in the amount of approximately $6.46 billion, to repay a portion of the $8.3 billion promissory note previously issued by Corebridge to AIG.

In connection with the issuance of the Notes (i) the commitments under the 18-Month Delayed Draw Term Loan Agreement in the aggregate principal amount of $6 billion, dated as of February 25, 2022, among Corebridge, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, have been terminated in full and (ii) the commitments under the 3-Year Delayed Draw Term Loan Agreement, dated as of February 25, 2022, among Corebridge, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, have been reduced from $3.0 billion to $2.5 billion.

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:

· Indenture, dated April 5, 2022, between Corebridge and The Bank of New York

Mellon, as Trustee;

· First Supplemental Indenture, dated April 5, 2022, between Corebridge and The

Bank of New York Mellon, as Trustee, relating to the 2025 Notes;

· Second Supplemental Indenture, dated April 5, 2022, between Corebridge and The

Bank of New York Mellon, as Trustee, relating to the 2027 Notes;

· Third Supplemental Indenture, dated April 5, 2022, between Corebridge and The

Bank of New York Mellon, as Trustee, relating to the 2029 Notes;

· Fourth Supplemental Indenture, dated April 5, 2022, between Corebridge and The

Bank of New York Mellon, as Trustee, relating to the 2032 Notes;

· Fifth Supplemental Indenture, dated April 5, 2022, between Corebridge and The

Bank of New York Mellon, as Trustee, relating to the 2042 Notes;

· Sixth Supplemental Indenture, dated April 5, 2022, between Corebridge and The

Bank of New York Mellon, as Trustee, relating to the 2052 Notes;





 · Form of the 2025 Notes;



 · Form of the 2027 Notes;



 · Form of the 2029 Notes;









 · Form of the 2032 Notes;

· Form of the 2042 Notes; and





 · Form of the 2052 Notes.

Item 9.01. Financial Statements and Exhibits.






         (d)      Exhibits.

           4.1      Indenture, dated April 5, 2022, between Corebridge and The Bank of
                  New York Mellon, as Trustee.
           4.2      First Supplemental Indenture, dated April 5, 2022, between
                  Corebridge and The Bank of New York Mellon, as Trustee, relating to
                  the 2025 Notes.
           4.3      Second Supplemental Indenture, dated April 5, 2022, between
                  Corebridge and The Bank of New York Mellon, as Trustee, relating to
                  the 2027 Notes.
           4.4      Third Supplemental Indenture, dated April 5, 2022, between
                  Corebridge and The Bank of New York Mellon, as Trustee, relating to
                  the 2029 Notes.
           4.5      Fourth Supplemental Indenture, dated April 5, 2022, between
                  Corebridge and The Bank of New York Mellon, as Trustee, relating to
                  the 2032 Notes.
           4.6      Fifth Supplemental Indenture, dated April 5, 2022, between
                  Corebridge and The Bank of New York Mellon, as Trustee, relating to
                  the 2042 Notes.
           4.7      Sixth Supplemental Indenture, dated April 5, 2022, between
                  Corebridge and The Bank of New York Mellon, as Trustee, relating to
                  the 2052 Notes.
           4.8      Form of the 2025 Notes (included in Exhibit 4.2).
           4.9      Form of the 2027 Notes (included in Exhibit 4.3).
           4.10     Form of the 2029 Notes (included in Exhibit 4.4).
           4.11     Form of the 2032 Notes (included in Exhibit 4.5).
           4.12     Form of the 2042 Notes (included in Exhibit 4.6).
           4.13     Form of the 2052 Notes (included in Exhibit 4.7).
         104      Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).

© Edgar Online, source Glimpses