Item 1.01. Entry into a Material Definitive Agreement.
On May 12, 2022, Corebridge Financial, Inc. ("Corebridge"), a majority-owned
subsidiary of American International Group, Inc. ("AIG") and the holding company
for AIG's Life and Retirement business, entered into the Revolving Credit
Agreement (the "Credit Agreement") among Corebridge, the Subsidiary Borrowers
party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, and the Several L/C Agent party thereto. AIG has
previously announced its intention to separate its Life and Retirement business
from AIG.
The Credit Agreement provides for a five-year total commitment of $2.5 billion,
consisting of standby letters of credit and/or revolving credit borrowings
without any limits on the type of borrowings. Under circumstances described in
the Credit Agreement, the aggregate commitments may be increased by up to $500
million, for a total commitment under the Credit Agreement of $3.0 billion.
Loans under the Credit Agreement will mature on May 12, 2027, unless an initial
public offering of Corebridge has not occurred on or prior to December 29, 2023,
in which case the loans will mature on such date. Under the Credit Agreement,
the applicable rate, commitment fee and letter of credit fee are determined by
reference to the credit ratings of Corebridge's senior long-term unsecured debt.
Borrowings bear interest at a rate per annum equal to (i) in the case of U.S.
dollar borrowings, Term SOFR plus an applicable credit spread adjustment plus an
applicable rate or an alternative base rate plus an applicable rate, (ii) in the
case of Sterling borrowings, SONIA plus an applicable credit spread adjustment
plus an applicable rate, (iii) in the case of Euro borrowings, EURIBOR plus an
applicable rate and (iv) in the case of Japanese Yen, TIBOR plus an applicable
rate. The alternative base rate is equal to the highest of (a) the NYFRB Rate
plus 0.50%, (b) the rate of interest in effect as quoted by The Wall Street
Journal as the "Prime Rate" in the United States and (c) Term SOFR plus a credit
spread adjustment of 0.100% plus an additional 1.00%.
The Credit Agreement requires Corebridge to maintain a specified minimum
consolidated net worth and subjects Corebridge to a specified limit on
consolidated total debt to consolidated total capitalization, subject to certain
limitations and exceptions. In addition, the Credit Agreement contains certain
customary affirmative and negative covenants, including limitations with respect
to the incurrence of certain types of liens and certain fundamental changes.
Amounts due under the Credit Agreement may be accelerated upon an "event of
default," as defined in the Credit Agreement, such as failure to pay amounts
owed thereunder when due, breach of a covenant, material inaccuracy of a
representation, or occurrence of bankruptcy or insolvency, subject in some cases
to cure periods.
Corebridge expects that it may draw on the Credit Agreement from time to time
and may use the proceeds for general corporate purposes. Letters of credit
issued under the Credit Agreement will be used for general corporate purposes.
As of May 12, 2022, there are no borrowings or letters of credit outstanding
under the Credit Agreement, so that a total of $2.5 billion remains available
under the Credit Agreement. The foregoing description of the Credit Agreement is
qualified in its entirety by reference to the Credit Agreement, which is filed
as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Revolving Credit Agreement, dated as of May 12, 2022 among
Corebridge Financial, Inc., the Subsidiary Borrowers party thereto,
the Lenders party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, and the Several L/C Agent party thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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