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AIG Filing Confirms Use Of Covenants

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American International Group Inc. says the Federal Reserve may be able to use warrants to obtain up to 79.9% of the company’s stock.

AIG, New York, and officials at the Federal Reserve System previously had put out general descriptions of the $85 billion variable-rate revolving rate credit facility the Federal Reserve Bank of New York is providing for AIG.

Fed officials have given a little more information on the condition that they not be named.

In the Form 8-K filed today with the U.S. Securities and Exchange Commission, AIG describes the Fed deal as an “entry into a material definitive agreement.”

“AIG’s borrowings under the revolving credit facility bear interest, for each day, at a rate per annum equal to 3-month Libor plus 8.50%,” AIG says in the filing.

“Libor,” the London Interbank Offered Rate, is a benchmark banks use to set rates when lending one another money.

“The revolving credit facility has a 24-month term and is secured by a pledge of all of the assets of AIG and its Material Subsidiaries,” AIG says in the filing.

“The revolving credit facility contains affirmative and negative covenants, including a covenant to pay down the facility with the proceeds of asset sales by AIG,” AIG says.

“In connection with the revolving credit facility, AIG issued a warrant to the Board of Governors of the Federal Reserve … that permits the Federal Reserve, subject to shareholder approval, to obtain up to 79.9% of the outstanding common stock of AIG (after taking into account the exercise of the warrant),” AIG says. “AIG anticipates calling a special meeting for such purpose as promptly as practicable.”

In theory, if AIG operations and stock recovered enough before the AIG shareholders voted on the deal, or AIG could line up private financing to replace the Fed credit facility offer, it appears that shareholders might be able to reject the credit facility offer and avoid letting the Fed take a 79.9% stake in AIG.


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