Item 8.01. Other Events.
On December 14, 2022, American International Group, Inc. ("AIG") announced that
a wholly-owned subsidiary called AIG Financial Products Corp. ("FP", also known
as Financial Products) filed a voluntary petition to reorganize under Chapter 11
of Title 11 of the United States Code in the United States Bankruptcy Court for
the District of Delaware (the "Filing") and filed a proposed plan of
reorganization (the "Plan of Reorganization"). The reorganization will not have
a material impact on the consolidated balance sheets of AIG or Corebridge
Financial, Inc. or their respective businesses, and concludes AIG's wind-down of
FP, a process that has been ongoing since the 2008 financial crisis (the
"Financial Crisis").
An independent Special Committee of FP's board of directors determined that the
Filing and Plan of Reorganization present the best path forward to conclude the
wind-down of FP. Alvarez & Marsal North America, LLC and Latham & Watkins LLP
are advisors to FP.
FP, formerly based in Connecticut, has no material operations or businesses and
no employees. FP's subsidiaries are not a party to the Filing and will continue
to manage any remaining positions with a very limited number of counterparties.
As disclosed in the Filing, AIG is FP's largest remaining creditor. In 2008, AIG
received emergency loans from the U.S. Federal Reserve to ensure the stability
of the financial system (the "2008 Bailout Funds"). AIG then extended a
substantial portion of the 2008 Bailout Funds to FP in the form of inter-company
loans to satisfy FP's obligations to counterparties through and following the
Financial Crisis. As of January 2013, AIG fully repaid the 2008 Bailout Funds to
the U.S. Federal Reserve. From an accounting perspective, although there are
still significant amounts due from FP to AIG through inter-company loans, the
Filing will have no net impact on AIG's consolidated financial statements.
Additionally, all of AIG's and FP's Financial Crisis losses were recognized in
AIG's financial statements in 2008.
Since 2008, FP has been subject to various lawsuits related to the Financial
Crisis, with only one such lawsuit still pending in a Connecticut state court
(the "Connecticut Litigation"). All other lawsuits have been resolved. The
Connecticut Litigation was brought in late 2019 by 46 former Connecticut-based
FP executives who are seeking to recover profit-sharing bonuses they allege they
are entitled to under legacy deferred compensation plans that pre-date the
Financial Crisis. The plaintiffs allege that the profit-sharing bonuses are
recoverable despite the fact that FP's tens of billions of dollars in Financial
Crisis losses led to the need for the 2008 Bailout Funds. These Financial Crisis
losses eliminated all of the profit-sharing bonus account balances. The claims
in the Connecticut Litigation are fundamentally identical to those brought in
2014 in an English trial court by former London-based executives of FP and
related FP entities and funded by an affiliate of Therium Capital Management
Limited, a litigation finance firm (the "English Litigation"). In 2018, the
English trial court found in favor of the plaintiffs; however, in 2020, a
unanimous English Court of Appeal, applying Connecticut law, reversed the trial
court decision and ruled in favor of FP, holding that the former executives were
not entitled to any of the claimed profit-sharing bonus amounts as a matter of
law. The Supreme Court of the United Kingdom denied leave to appeal from the
Court of Appeal's decision, making the Court of Appeal's decision final and
binding. FP has contended in the Connecticut Litigation, as it did in the
English Litigation, that under the terms of the deferred compensation plans,
former FP executives are not entitled to any recoveries because FP never
generated profits following its tens of billions of dollars in Financial Crisis
losses. Furthermore, the terms of the deferred compensation plans provide that
upon a bankruptcy filing by FP, any financial obligation of FP under the
deferred compensation plans is subordinate to all other liabilities of FP.
Pursuant to the terms of the Plan of Reorganization, the only funds available to
the 46 former FP executives to extinguish their claims would be an equal share
in a limited pool of $1 million.
Cautionary Statements Regarding Forward-Looking Information
Certain statements in this Current Report on Form 8-K contain "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995 regarding the Plan of Reorganization that was filed by FP. These
forward-looking statements are for informational purposes only. AIG cannot
predict the timing or ultimate outcome of this matter. Forward-looking
statements are based on current expectations of future events; if underlying
assumptions prove inaccurate or known or unknown risks or uncertainties
materialize, actual results could vary materially from the expectations.
Forward-looking statements speak only as of the date the statements were made.
AIG assumes no obligation to update the information contained herein unless
required by applicable law.
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