Yesterday, AIG announced that it had completed the previously announced restructuring of Treasury’s existing investment in AIG preferred stock and Treasury’s commitment to invest up to an additional $29.84 billion over five years.
Under the terms of the restructuring, announced on Monday in two separate Form 8-K filings, Treasury exchanged the shares of Series D cumulative preferred stock previously issued to the Treasury for shares of newly created Series E non-cumulative preferred stock. AIG also agreed that Treasury could, under certain circumstances, exchange the warrant it received in connection with the issuance of the Series D preferred stock for nearly 54 million shares of Series C convertible, participating preferred stock. In return for Treasury’s commitment of up to $29.84 billion, AIG has issued to Treasury shares of a new Series F non-cumulative preferred stock, and a warrant to purchase up to 3,000 shares of AIG Common Stock. AIG also agreed to ask its stockholders to approve amendments to its Certificate of Incorporation authorizing the Board to issue preferred stock in series with different rankings and to cause all preferred stock issued to Treasury to rank senior to all other preferred stock.
Under both agreements, AIG agreed to restrictions on repurchases of capital stock, corporate expenses, lobbying activities and executive compensation. Interestingly, another provision of the agreement requires that AIG pay $165 million, in three installments over the next five years, to Treasury as a “commitment fee,” the same sum previously paid by AIG as retention fees and bonuses to employees.
Along with the agreements with the U.S. Treasury, AIG announced an agreement with the Federal Reserve Board of New York, in which it was granted amendments to its credit agreement to authorize the new classes of stock necessary for the arrangement with the U.S. Treasury.
AIG is required to secure shareholder approval of the agreements with Treasury at its 2009 Shareholder meeting. In recent years, AIG has held shareholder meetings during the middle of May.