Item 1.01. Entry into a Material Definitive Agreement.
On July 14, 2021, American International Group, Inc. (the "Company") entered
into a stock purchase agreement (the "Purchase Agreement") with Argon Holdco LLC
("Buyer"), a newly formed entity that has received an equity commitment from a
subsidiary of The Blackstone Group Inc. ("Blackstone"). On the terms and subject
to the conditions set forth in the Purchase Agreement, Buyer has agreed to
purchase from the Company a 9.9% equity ownership interest in SAFG Retirement
Services, Inc. ("SAFG"), which is the holding company for the Company's Life &
Retirement business, for a purchase price of $2,200,000,000 (the "Transaction").
The purchase price represents a multiple of 1.1 times a target pro forma
Adjusted Book Value (as defined in the Purchase Agreement) of the Company's Life
& Retirement business of $20,202,000,000. The Adjusted Book Value is calculated
taking into account, among other things, the assets and liabilities that will be
transferred from the Company to SAFG, and from SAFG to the Company, as well as
the financing arrangements to be undertaken by SAFG and certain dividends from
SAFG to the Company, in each case in connection with the previously announced
separation of the Life & Retirement business from the remainder of the Company.
The purchase price is subject to adjustments in the event that the final pro
forma Adjusted Book Value is greater or less than the target pro forma Adjusted
Book Value. The closing of the Transaction is subject to the expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and the satisfaction of other customary conditions and
is expected to occur in the third quarter of 2021.
Following the closing of the Transaction, Buyer will be entitled to designate
one member of the board of directors of SAFG, which will consist of 11
directors. Pursuant to the Purchase Agreement, Buyer will be required to hold
its ownership interest in SAFG following the completion of the separation of the
Life & Retirement business, subject to exceptions permitting Buyer to sell 25%,
67% and 75% of its shares after the first, second and third anniversaries,
respectively, of the initial public offering of SAFG (the "IPO"), with the
transfer restrictions terminating in full on the fifth anniversary of the IPO.
In the event that the IPO of SAFG is not completed prior to the second
anniversary of the closing of the Transaction, Buyer will have the right to
require the Company to undertake the IPO, and in the event that the IPO has not
been completed prior to the third anniversary of the closing, Buyer will have
the right to exchange all or a portion of its ownership interest in SAFG for
shares of the Company's common stock on the terms set forth in the Purchase
Agreement.
In addition, in connection with the closing of the Transaction, (i) subsidiaries
of SAFG will enter into separately managed account agreements (the "SMA
Agreements"), pursuant to which an affiliate of Blackstone will perform certain
investment management services for SAFG's subsidiaries, and (ii) SAFG, its
subsidiaries, and an affiliate of Buyer will enter into a commitment letter
providing for certain terms and conditions associated with the SMA Agreements.
The Purchase Agreement contains customary representations, warranties, covenants
and indemnification provisions.
The foregoing description of the Purchase Agreement and the Transaction does not
purport to be complete and is qualified in its entirety by the terms and
conditions of the Purchase 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
June 30, 2021.
Separately, on July 14, 2021, the Company entered into a definitive agreement
(the "Affordable Housing Purchase Agreement") to sell a portfolio of equity and
debt interests in affordable housing properties (the "Properties"), to Aztec
Holdco LLC ("Acquiror"), a wholly owned subsidiary of Blackstone Real Estate
Income Trust, Inc. (the "Affordable Housing Transaction"). Total consideration
for the Affordable Housing Transaction is approximately $5.1 billion in cash
(the "Base Purchase Price"), subject to certain adjustments.
The consummation of the Affordable Housing Purchase Agreement is scheduled to
occur on December 31, 2021, subject to certain customary conditions and to a
right of Acquiror to effect the consummation on an earlier date if all
conditions have been satisfied. Receipt of regulatory approvals or third party
consents is not a condition to the consummation of the Affordable Housing
Transaction. There is no financing condition for the Affordable Housing
Transaction.
The material termination provisions under the Affordable Housing Purchase
Agreement allow termination (i) by the mutual written consent of the Company and
Acquiror, (ii) by the Company or Acquiror in the event that the closing has not
occurred on or before December 31, 2021; (iii) by the Company or Acquiror if
there has been a material breach of any representation or warranty, covenant or
agreement of the other party such that one or more of the conditions to closing
are not capable of being fulfilled prior to the Outside Date or within 20 days
of the notice of such breach, if capable of being cured, but not so cured;
(iv) by the Company or Acquiror if there has been issued any governmental order
restraining or prohibiting the transactions contemplated by the Affordable
Housing Purchase Agreement; (v) by Acquiror, if the aggregate value of material
title issues related to the Properties exceeds 10% of the Base Purchase Price;
and (vi) by the Company if Acquiror breaches its covenant not to communicate
with third parties and governmental authorities regarding certain matters
relating to the affordable housing status of the Properties, subject to a cure
right of Acquiror. If the Affordable Housing Purchase Agreement is terminated by
either party under the conditions described in (i), (ii) or (vi) above (and in
the case of termination by the Company under (ii) above, subject to the
satisfaction of certain conditions, including the absence of a law or
governmental order prohibiting the transactions contemplated by the Affordable
Housing Purchase Agreement), or terminated by the Company under the conditions
described in (iii) above, the Company will be entitled to retain a $500 million
cash deposit which Acquiror is required to deposit into escrow contemporaneously
with the signing of the Affordable Housing Purchase Agreement.
The Affordable Housing Purchase Agreement contains customary representations,
warranties, covenants and indemnification provisions. In addition, in connection
with the closing of the Affordable Housing Transaction, Acquiror will enter into
a hold harmless agreement pursuant to which Acquiror will indemnify and hold
harmless the Company from certain losses relating to compliance with tax credit
requirements, to the extent relating to the period following the consummation of
the Affordable Housing Transaction.
The foregoing description of the Affordable Housing Purchase Agreement and the
Affordable Housing Transaction does not purport to be complete and is qualified
in its entirety by the terms and conditions of the Affordable Housing Purchase
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 June 30, 2021.
Item 8.01. Other Events.
On July 14, 2021, the Company issued a press release announcing the entry into
the Purchase Agreement and the Affordable Housing Purchase Agreement. A copy of
the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release of American International Group, Inc., dated July 14,
2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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